Exhibit 3.2 - Bylaws with Amendments

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                                     BYLAWS

                                       OF

                               ZEBRAMART.COM, INC.
















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                                                 TABLE OF CONTENTS

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ARTICLE I
         OFFICES  ................................................................................................1
         Section 1.        Registered Office......................................................................1
         Section 2.        Other Offices..........................................................................1

ARTICLE II
         STOCKHOLDERS.............................................................................................1
         Section 1.        Time and Place of Meetings.............................................................1
         Section 2.        Annual Meetings........................................................................1
         Section 3.        Special Meetings.......................................................................1
         Section 4.        Notice of Meeting......................................................................1
         Section 5.        Waiver of Notice.......................................................................2
         Section 6.        Quorum.................................................................................2
         Section 7.        Voting; Proxies........................................................................2
         Section 8.        Written Consent........................................................................3
         Section 9.        Class Voting...........................................................................3
         Section 10.       Record Date............................................................................3
         Section 11.       Registered Stockholders................................................................4
         Section 12.       Inspectors of Election.................................................................5
         Section 13.       Conduct of Meetings....................................................................5

ARTICLE III
         BOARD OF DIRECTORS.......................................................................................5
         Section 1.        Management.............................................................................5
         Section 2.        Qualifications.........................................................................5
         Section 3.        Number.................................................................................5
         Section 4.        Election and Tenure....................................................................6
         Section 5.        Vacancies..............................................................................6
         Section 6.        Removal and Resignation................................................................6
         Section 7.        Place of Meetings......................................................................6
         Section 8.        Annual and Regular Meetings............................................................6
         Section 9.        Special Meetings.......................................................................6
         Section 10.       Quorum and Voting......................................................................7
         Section 11.       Written Consent........................................................................7
         Section 12.       Telephone Conference Participation.....................................................7
         Section 13.       Conduct of.............................................................................7
         Section 14.       Committees of Directors................................................................7
         Section 15.       Compensation...........................................................................8



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ARTICLE IV
         NOTICES  ................................................................................................8
         Section 1.        Notice.................................................................................8
         Section 2.        Waiver of Notice.......................................................................8

 ARTICLE V
         OFFICERS ................................................................................................9
         Section 1.        Officers...............................................................................9
         Section 2.        Tenure; Resignation; Removal; Vacancies................................................9
         Section 3.        Compensation...........................................................................9
         Section 4.        Authority and Duties...................................................................9
         Section 5.        Chairman of the Board of Directors....................................................10
         Section 6.        Chief Executive Officer...............................................................10
         Section 7.        President.............................................................................10
         Section 8.        Vice Presidents.......................................................................10
         Section 9.        Secretary.............................................................................10
         Section 10.       Treasurer.............................................................................11
         Section 11.       Other Officers and Employees..........................................................11
         Section 12.       Action with Respect to Securities of Other Corporations...............................11

ARTICLE VI
         CAPITAL STOCK...........................................................................................11
         Section 1.        Certificates of Stock.................................................................11
         Section 2.        Transfer Agent and Registrar..........................................................12
         Section 3.        Registration and Transfer of Shares...................................................12
         Section 4.        Lost, Destroyed and Mutilated Certificates............................................12
         Section 5.        Holder of Record......................................................................12

ARTICLE VII
         GENERAL PROVISIONS......................................................................................13
         Section 1.        Dividends.............................................................................13
         Section 2.        Reserves..............................................................................13
         Section 3.        Fiscal Year...........................................................................13
         Section 4.        Seal..................................................................................13

ARTICLE IX
         AMENDMENTS..............................................................................................13
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                                     BYLAWS

                               ZEBRAMART.COM, INC.


                                    ARTICLE I

                                     OFFICES


                  SECTION 1. REGISTERED OFFICE. The registered office in the
State of Nevada shall be the principal place of business of the corporation or
individual acting as the Corporation's registered agent in the State of Nevada.

                  SECTION 2. OTHER OFFICES. The Corporation may also have
offices and places of business at such other places, within and without the
State of Nevada, as the Board of Directors may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

                  SECTION 1. TIME AND PLACE OF MEETINGS. Meetings of
stockholders of the Corporation shall be held at such time and at such place,
either within or without the State of Nevada, as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof. If no place is so fixed, meetings
shall be held at the principal administrative office of the Corporation.

                  SECTION 2. ANNUAL MEETINGS. The annual meeting of the
stockholders of the Corporation shall be held each year on such date, at such
time and at such place within or without the State of Nevada as may be
designated by the Board of Directors, for the purpose of electing Directors and
for the transaction of such other business as may be properly brought before the
meeting.

                  SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called only by the Chairman of the Board of
Directors, the President or by a vote of two-thirds (2/3) of the Board of
Directors. At a special meeting, no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of meeting.

                  SECTION 4. NOTICE OF MEETING. Except as otherwise required by
law, written notice stating the place, date and hour of any meeting of
stockholders and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered to each stockholder of record
entitled to vote at such meeting, either personally or by mail not less than ten
(10) nor more than sixty (60) days before the date of such meeting. If mailed,
such notice shall be deemed to be



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delivered when deposited in the U.S. mail, with postage thereon prepaid,
addressed to the stockholder at his or her address as it appears on the stock
transfer books or records of the Corporation as of the record date prescribed in
Section 10 of this Article II, or at such other address as the stockholder shall
have furnished in writing to the Secretary. Notice of any special meeting shall
indicate that the notice is being issued by or at the direction of the person or
persons calling such meeting. When any meeting of stockholders, either annual or
special, is adjourned to another time or place, no notice of the adjourned
meeting need be given, other than an announcement at the meeting at which such
adjournment is taken giving the time and place to which the meeting is
adjourned; provided, however, that if the adjournment is for more than thirty
(30) days, or if after adjournment, the Board of Directors fixes a new record
date for the adjourned meeting, notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the meeting.

                  SECTION 5. WAIVER OF NOTICE. Notice of any annual or special
meeting need not be given to any stockholder who submits a signed waiver of
notice of any meeting, in person or by proxy or by his or her duly authorized
attorney-in-fact, whether before or after the meeting. The attendance of any
stockholder at a meeting, in person or by proxy, shall constitute a waiver of
notice by such stockholder, except where a stockholder attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.

                  SECTION 6. QUORUM. Except as otherwise provided by statute or
by the Articles of Incorporation, the holders of record of two-thirds (2/3) of
the total number of votes eligible to be cast by the holders of the outstanding
shares of the capital stock of the Corporation entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum for the transaction
of business at each meeting of stockholders. If such quorum shall not be present
at any meeting of stockholders, a majority of the votes so represented may
adjourn the meeting from time to time, without notice other than an announcement
at the meeting. At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. A quorum, once present to organize a meeting, is not broken
by the subsequent withdrawal of any stockholders.

                  SECTION 7. VOTING; PROXIES. Each stockholder entitled to vote
at any meeting may vote either in person or by proxy. Unless otherwise specified
in the Articles of Incorporation or in a resolution, or resolutions, of the
Board of Directors providing for the issuance of preferred stock, each
stockholder entitled to vote shall be entitled to one vote for each share of
capital stock registered in his, her or its name on the transfer books or
records of the Corporation. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him, her or
it by proxy. All proxies shall be in writing, signed by the stockholder or by
his, her or its duly authorized attorney-in-fact, and shall be filed with the
Secretary of the Corporation before being voted. No proxy shall be valid after
six (6) months from the date of its execution unless otherwise provided in the
proxy. The attendance at any meeting by a stockholder who shall have previously
given a proxy applicable thereto shall not, as such, have the effect of revoking
the proxy. The Corporation may treat any duly executed proxy as not revoked and
in full force and effect until it receives a duly executed instrument revoking
it, or a duly executed proxy bearing a later date. If ownership of a share of
voting stock of the Corporation stands in the name of two or more persons,


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in the absence of written directions to the Corporation to the contrary, any one
or more of such stockholders may cast all votes to which such ownership is
entitled. If an attempt is made to cast conflicting votes by the several persons
in whose names shares of stock stand, the vote or votes to which those persons
are entitled shall be cast as directed by a majority of those holding such stock
and present at such meeting. If such conflicting votes are evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to a court that has jurisdiction to appoint an additional person to act
with the persons so voting the shares, which shall then be voted as determined
by a majority of such persons and the person appointed by such court. Except for
the election of Directors or as otherwise provided by law, the Articles of
Incorporation or these Bylaws, at all meetings of stockholders, all matters
shall be determined by a vote of the holders of a majority of the total number
of votes eligible to be cast by the holders of the outstanding shares of capital
stock of the Corporation present and entitled to vote thereat. Directors shall,
except as otherwise required by law, these Bylaws or the Articles of
Incorporation, be elected by a plurality of the votes cast by each class of
shares entitled to vote at a meeting of stockholders, present and entitled to
vote in the election.

                  SECTION 8. WRITTEN CONSENT. Any action required to be taken at
any annual or special meeting of stockholders, or any action which may be taken
at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Nevada, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a Corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. Every written consent
shall bear the date of signature of each stockholder who signs the consent, and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the earliest dated consent delivered
to the Corporation, in the manner required by this Section to the Corporation,
written consents signed by a sufficient number of holders to take action are
delivered in the manner required by this Section 8. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                  SECTION 9. CLASS VOTING. Where a separate vote by a class or
classes or series thereof is required, a majority of the outstanding shares of
such class or classes or series thereof, present in person or represented by
proxy and entitled to vote, shall constitute a quorum entitled to take action
with respect to that vote on that matter, and the affirmative vote of the
majority of shares of such class or classes or series thereof present in person
or represented by proxy at the meeting shall be the act of such class except as
otherwise provided in the Articles of Incorporation or a certificate of
designations establishing the rights of holders of preferred stock, if any.

                  SECTION 10. RECORD DATE. (a) In order that the Corporation may
determine stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which


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record date shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                  (b) In order that the Corporation may determine stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than sixty (60) days nor less than
ten (10) days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by the General Corporation Law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Nevada, its principal place of business, or an
officer or agent of the Corporation having custody of the books in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
the General Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

                  (c) In order that the Corporation may determine stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days nor less
than ten (10) days prior to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

                  SECTION 11. REGISTERED STOCKHOLDERS. Except as specifically
provided otherwise by the Nevada General Corporation Law, the Corporation shall
be entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
regardless of whether it shall have knowledge or notice of any such claim or
interest, except as otherwise provided by law.



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                  SECTION 12. INSPECTORS OF ELECTION. In advance of any meeting
of stockholders, the Board of Directors shall appoint one or more persons, other
than officers, Directors or nominees for office, as inspectors of election to
act at such meeting or any adjournment thereof. Such appointment shall not be
altered at the meeting. If inspectors of election are not so appointed, the
chairman of the meeting shall make such appointment at the meeting. If any
person appointed as inspector fails to appear or fails or refuses to act at the
meeting, the vacancy so created may be filled by appointment by the Board of
Directors in advance of the meeting or at the meeting by the chairman of the
meeting. The duties of the inspectors of election shall include determining the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, receiving votes, ballots or consents, hearing and deciding all
challenges and questions arising in connection with the right to vote, counting
and tabulating all votes, ballots or consents, determining the results, and
doing such acts as are proper to the conduct of the election or the vote with
fairness to all stockholders. On request of the person presiding at the meeting
or any stockholder entitled to vote thereat, the inspectors shall make a report
in writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them. Any report or certificate made by them
shall be PRIMA FACIE evidence of the facts stated and of the vote as certified
by them. Each inspector shall be entitled to a reasonable compensation for his
or her services, to be paid by the Corporation.

                  SECTION 13. CONDUCT OF MEETINGS. The Chairman of the Board of
Directors shall serve as chairman at all meetings of the stockholders or, if the
Chairman of the Board of Directors is absent or otherwise unable to so serve,
the Chief Executive Officer or, in the absence of the Chief Executive Officer,
the President, shall serve as chairman. If all of the Chairman of the Board of
Directors, the Chief Executive Officer and the President are absent or otherwise
unable to so serve, such other person as shall be appointed by a majority of the
entire Board of Directors shall serve as chairman at any meeting of stockholders
held in such absence. The Secretary or, in his or her absence, such other person
as the chairman of the meeting shall appoint, shall serve as secretary of the
meeting. The chairman of the meeting shall conduct all meetings of the
stockholders in accordance with the best interests of the Corporation and shall
have the authority and discretion to establish reasonable procedural rules for
the conduct of such meetings, including such regulation of the manner of voting
and the conduct of discussion as he or she shall deem appropriate.

                                   ARTICLE III

                               BOARD OF DIRECTORS

                  SECTION 1. MANAGEMENT. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by stockholders.

                  SECTION 2. QUALIFICATIONS. Each Director shall be at least
eighteen (18) years of age.

                  SECTION 3. NUMBER. The first Board of Directors shall consist
of two (2) Directors, and shall be elected by the incorporator or incorporators
of the Corporation. Thereafter,


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except as provided by the Articles of Incorporation or by statute, the total
number of Directors constituting the whole Board of Directors shall be fixed
from time to time by resolution passed by the Board of Directors.

                  SECTION 4. ELECTION AND TENURE. The Directors shall be elected
at the annual meeting of stockholders, except as provided in Section 5 of this
Article, and each Director elected shall hold office until such Director's
successor is elected and qualified or until such Director's earlier resignation
or removal. Directors need not be stockholders.

                  SECTION 5. VACANCIES. To the extent not inconsistent with the
Articles of Incorporation and subject to the limitations prescribed by law and
the rights of holders of preferred stock, vacancies in the office of Director,
including vacancies created by newly created directorships resulting from an
increase in the number of Directors, shall be filled only by a vote of a
majority of the Directors then holding office, whether or not a quorum, at any
regular or special meeting of the Board of Directors called for that purpose.
Subject to the rights of holders of preferred stock, no person shall be so
elected a Director unless nominated by the Nominating Committee. Subject to the
rights of holders of preferred stock, any Director so elected shall serve for
the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until his or her successor
shall be elected and qualified.

                  SECTION 6. REMOVAL AND RESIGNATION. Except as otherwise
provided by the Articles of Incorporation or by statute, and subject to the
rights of holders of preferred stock, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of two-thirds
(2/3) of the number of votes entitled to be cast by the holders of the
outstanding shares of capital stock then entitled to vote at any election of
Directors. A Director may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board of Directors, the President or the
Secretary of the Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board of Directors or
such officer, and acceptance of the resignation shall not be necessary to make
it effective.

                  SECTION 7. PLACE OF MEETINGS. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Nevada, as the Board of Directors from time to time shall determine.

                  SECTION 8. ANNUAL AND REGULAR MEETINGS. An annual meeting of
the Board of Directors for the election of officers shall be held, without
notice other than these Bylaws, immediately after, and at the same place as, the
annual meeting of the stockholders, or, with notice, at such other time or place
as the Board of Directors may fix by resolution. The Board of Directors may
provide, by resolution, the time and place, within or without the State of
Nevada, for the holding of regular meetings of the Board of Directors without
notice other than such resolution.

                  SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or the
President on at least twenty-four (24) hours notice to each Director, in
accordance with Article IV of these Bylaws. Special meetings shall be called by
the Chairman of the Board of Directors, the President or the Secretary in like
manner and on like notice on the written request of at least a majority of the
Directors then in office, but in


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any event not less than two (2) Directors. No business shall be conducted at a
special meeting other than that specified in the notice of meeting.

                  SECTION 10. QUORUM AND VOTING. At all meetings of the Board of
Directors, a majority of the total number of Directors then in office shall
constitute a quorum for the transaction of business, and the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise provided by statute,
the Articles of Incorporation, or these Bylaws. If a quorum shall not be present
at any meeting of the Board of Directors, a majority of the Directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                  SECTION 11. WRITTEN CONSENT. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee, as the case may be.

                  SECTION 12. TELEPHONE CONFERENCE PARTICIPATION. Unless
otherwise restricted by the Articles of Incorporation or these Bylaws, members
of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of telephone conference or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

                  SECTION 13. CONDUCT OF MEETINGS. Meetings of the Board of
Directors shall be presided over by the Chairman of the Board of Directors or
such other Director or officer as the Chairman of the Board of Directors shall
designate, and in the absence or incapacity of the Chairman of the Board of
Directors, by the Chief Executive Officer or, in the absence of the Chief
Executive Officer, the President. If all of the Chairman of the Board of
Directors, the Chief Executive Officer and the President are absent from any
meeting of the Board of Directors, the presiding officer shall be the then
senior member of the Board of Directors in terms of length of service on the
Board of Directors. The Secretary or, in his or her absence, a person appointed
by the Chairman of the Board of Directors (or other presiding person), shall act
as secretary of the meeting. The Chairman of the Board of Directors (or other
person presiding) shall conduct all meetings of the Board of Directors in
accordance with the best interests of the Corporation and shall have the
authority and discretion to establish reasonable procedural rules for the
conduct of Board meetings.

                  SECTION 14. COMMITTEES OF DIRECTORS. The Board of Directors
may designate one or more committees, each committee to consist of one or more
of the Directors of the Corporation. The Board of Directors may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not such Director or
Directors constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the


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resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to stockholders
the sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the Bylaws of the
Corporation; and, unless the resolution, these Bylaws or the Articles of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.

                  SECTION 15. COMPENSATION. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of Directors in such one or more forms as the
Board of Directors may determine.

                                   ARTICLE IV

                                     NOTICES

                  SECTION 1. NOTICE. Whenever notice is required by statute, the
Articles of Incorporation or these Bylaws to be given to any Director or
stockholder, such notice shall be in writing and may be given personally or by
mail or courier. Notice by mail shall be deemed to be given at the time when
deposited, in the post office or a postal service letter box, enclosed in a
post- paid sealed wrapper, and addressed to such Director or stockholder at such
Director's or stockholder's address appearing on the books of the Corporation.
Notice by courier shall be deemed to be given two days after delivering the same
to the courier service, if marked for delivery within two (2) days thereafter.
Notice to Directors may also be given by telex, facsimile or other electronic
transmission, and shall be deemed given when transmitted. A day, for purposes of
these ByLaws, shall be deemed to include Saturday, Sunday and all legal
holidays.

                  SECTION 2. WAIVER OF NOTICE. Whenever any notice is required
to be given by statute, the Articles of Incorporation or these ByLaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto. Attendance of a person at a meeting of stockholders, Directors or any
committee of the Board of Directors shall constitute a waiver of notice of such
meeting, except where the person is attending for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting was not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of
stockholders, Directors, or members of a committee of Directors need be
specified in any written waiver of notice.



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                                    ARTICLE V

                                    OFFICERS

                  SECTION 1. OFFICERS. The officers of the Corporation shall be
chosen by the Board of Directors and shall be the Chairman of the Board of
Directors, a President and a Secretary. The Board of Directors may also choose a
Chief Executive Officer, one or more Vice-Presidents, one or more Assistant
Secretaries and a Treasurer and one or more Assistant Treasurers, and any other
officers and agents as it shall deem necessary. Any number of offices may be
held by the same person, unless the Articles of Incorporation or these Bylaws
otherwise provide.

                  The election of all officers shall be by a majority of the
entire Board. If such election is not held at the meeting held annually for the
election of officers, such officers may be so elected at any subsequent regular
meeting or at a special meeting called for that purpose, in the same manner
above provided. Each person elected shall have such authority, bear such title
and perform such duties as provided in these Bylaws and as the Board of
Directors may prescribe from time to time. All officers elected or appointed by
the Board of Directors shall assume their duties immediately upon their election
and shall hold office at the pleasure of the Board of Directors. Whenever a
vacancy occurs among the officers, it may be filled at any regular or special
meeting called for that purpose, in the same manner as above provided.

                  SECTION 2. TENURE; RESIGNATION; REMOVAL; VACANCIES. Each
officer of the Corporation shall hold office until such officer's successor is
chosen and qualified, or until such officer's earlier resignation or removal,
or, if the term of any such officer shall have been fixed by the Board of
Directors or by the Chief Executive Officer acting under authority delegated to
the Chief Executive Officer by the Board of Directors, until the date of the
expiration of such term. Except for the Chairman of the Board of Directors, the
Chief Executive Officer or the President, any officer elected or appointed by
the Board of Directors may be removed at any time by the Board of Directors;
provided, that any such removal shall be without prejudice to the rights, if
any, of the officer so removed under any employment contract or other agreement
with the Corporation. The Board of Directors may remove the Chairman of the
Board of Directors, the President or the President at any time, with or without
cause, only by a vote of two-thirds (2/3) of the non-officer Directors then
holding office at any regular meeting by the Board of Directors or any special
meeting of the Board of Directors called for that purpose. Any vacancy may be
filled by the Board of Directors.

                  SECTION 3. COMPENSATION. The compensation of all officers,
employees and agents of the Corporation shall be fixed by the Board of Directors
or by any committee or officer to whom such authority has been delegated by the
Board of Directors.

                  SECTION 4. AUTHORITY AND DUTIES. All officers as between
themselves and the Corporation shall have such authority and perform such duties
in the management and operation of the Corporation as may be provided in these
ByLaws, or, to the extent not so provided, as may be prescribed by the Board of
Directors. The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.



                                       -9-

<PAGE>



                  SECTION 5. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors shall preside at all meetings of the shareholders;
preside at all meetings of the Board of Directors and of the Executive
Committee; make recommendations to the Board of Directors regarding appointments
to all committees; and sign instruments in the name of the Corporation. In the
absence or disability of the Chairman of the Board of Directors, the Chief
Executive Officer and the President, the Board of Directors shall designate a
person who shall exercise the powers and perform the duties which otherwise
would fall upon the Chairman of the Board of Directors.

                  SECTION 6. CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer may be the Chairman of the Board of Directors of the Corporation and
shall, subject to the direction of the Board of Directors, oversee all the major
activities of the Corporation and its subsidiaries and be responsible for
assuring that the policy decisions of the Board of Directors are implemented as
formulated. The Chief Executive Officer shall be responsible, in consultation
with such Officers and members of the Board of Directors as he deems
appropriate, for planning the growth of the Corporation. The Chief Executive
Officer shall be principally responsible for exploring and reporting to the
Board of Directors all opportunities for mergers, acquisitions and new business.
The Chief Executive Officer, under authority given to him, may sign instruments
in the name of the Corporation. The Chief Executive Officer shall have general
supervision and direction of all of the Corporation's officers and personnel,
subject to and consistent with policies enunciated by the Board of Directors.
The Chief Executive Officer shall have such other powers as may be assigned to
him by the Board of Directors or its committees.

                  SECTION 7. PRESIDENT. The President may be the Chief Executive
Officer of the Corporation and shall, subject to the direction of the Board of
Directors, assist the Chief Executive Officer in overseeing all the major
activities of the Corporation and its subsidiaries and be responsible for
assuring that the policy decisions of the Board of Directors are implemented as
formulated. The President shall be responsible, in consultation with such
Officers and members of the Board of Directors as he deems appropriate, for
assisting the Chief Executive Officer with planning the growth of the
Corporation. The President shall be responsible for shareholder relations and
relations with investment bankers or other similar financial institutions, and
shall be empowered to designate officers of the Corporation and its subsidiaries
to assist in such activities. The President may assist the Chief Executive
Officer in exploring and reporting to the Board of Directors all opportunities
for mergers, acquisitions and new business. The President, under authority given
to him, may sign instruments in the name of the Corporation. The President shall
assist the Chief Executive Officer with the general supervision and direction of
all of the Corporation's officers and personnel, subject to and consistent with
policies enunciated by the Board of Directors. The President shall have such
other powers as may be assigned to him by the Board of Directors or its
committees.

                  SECTION 8. VICE PRESIDENTS. Executive Vice Presidents, Senior
Vice Presidents and Vice Presidents may be appointed by the Board of Directors
to perform such duties as may be prescribed by these ByLaws, the Board of
Directors or the President as permitted by the Board of Directors.

                  SECTION 9. SECRETARY. The Secretary shall attend all meetings
of the Board of Directors and of the shareholders, and shall record, or cause to
be recorded, all votes and minutes


                                      -10-

<PAGE>



of all proceedings of the Board of Directors and of the shareholders in a book
or books to be kept for that purpose. The Secretary shall perform such executive
and administrative duties as may be assigned by the Board of Directors, the
Chairman of the Board of Directors or the President. The Secretary shall have
charge of the seal of the Corporation, shall submit such reports and statements
as may be required by law or by the Board of Directors, shall conduct all
correspondence relating to the Board of Directors and its proceedings and shall
have such other powers and duties as are generally incident to the office of
Secretary and as may be assigned to him or her by the Board of Directors, the
Chairman of the Board of Directors or the President.

                  SECTION 10. TREASURER. The Treasurer shall have the care and
custody of the corporate funds, and other valuable effects, including
securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer and the Board of Directors, at meetings or whenever
they may require it, an account of all the Treasurer's transactions as Treasurer
and of the financial condition of the Corporation.

                  SECTION 11. OTHER OFFICERS AND EMPLOYEES. Other officers and
employees appointed by the Board of Directors shall have such authority and
shall perform such duties as may be assigned to them, from time to time, by the
Board of Directors or the President.

                  SECTION 12. ACTION WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS. Unless otherwise directed by the Board of Directors, the President
or any officer of the Corporation authorized by the President shall have power
to vote and otherwise act on behalf of the Corporation, in person or by proxy,
at any meeting of stockholders, or with respect to any action of stockholders,
of any other corporation in which this Corporation may hold securities and
otherwise, to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.


                                   ARTICLE VI

                                  CAPITAL STOCK

                  SECTION 1. CERTIFICATES OF STOCK. Certificates representing
shares of stock shall be in such form as shall be determined by the Board of
Directors. Each certificate shall state that the Corporation will furnish to any
stockholder upon request and without charge a statement of the powers,
designations, preferences and relative, participating, optional or other special
rights of the shares of each class or series of stock and the qualifications or
restrictions of such preferences and/or rights, or shall set forth such
statement on the certificate itself. The certificates shall be numbered in the
order of their issue and entered in the books of the Corporation or its transfer
agent or agents as they are issued. Each certificate shall state the registered
holder's name and the number and class of shares, and shall be signed by the
Chairman of the Board of Directors, the Chief Executive Officer or the
President, and the Secretary or any Assistant Secretary, and may, but need not,
bear the seal


                                      -11-

<PAGE>



of the Corporation or a facsimile thereof. Any or all of the signatures on the
certificates may be facsimiles. In case any officer who shall have signed any
such certificate shall cease to be such officer of the Corporation, whether
because of death, resignation or otherwise, before such certificate shall have
been delivered by the Corporation, such certificate may nevertheless be adopted
by the Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates had not ceased to be such officer or
officers of the Corporation.

                  SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board of
Directors shall have the power to appoint one or more Transfer Agents and
Registrars for the transfer and registration of certificates of stock of any
class, and may require that stock certificates be countersigned and registered
by one or more of such Transfer Agents and Registrars.

                  SECTION 3. REGISTRATION AND TRANSFER OF SHARES. Subject to the
provisions of the Articles of Incorporation of the Corporation, the name of each
person owning a share of the capital stock of the Corporation shall be entered
on the books of the Corporation together with the number of shares held by him
or her, the numbers of the certificates covering such shares and the dates of
issue of such certificates. Subject to the provisions of the Articles of
Incorporation of the Corporation, the shares of stock of the Corporation shall
be transferable on the books of the Corporation by the holders thereof in
person, or by their duly authorized attorneys or legal representatives, on
surrender and cancellation of certificates for a like number of shares,
accompanied by an assignment or power of transfer endorsed thereon or attached
thereto, duly executed, with such guarantee or proof of the authenticity of the
signature as the Corporation or its agents may reasonably require and with
proper evidence of payment of any applicable transfer taxes. Subject to the
provisions of the Articles of Incorporation of the Corporation, a record shall
be made of each transfer.

                  SECTION 4. LOST, DESTROYED AND MUTILATED CERTIFICATES. The
holder of any shares of stock of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of the certificates
therefor. The Corporation may issue, or cause to be issued, a new certificate of
stock in the place of any certificate theretofore issued by it alleged to have
been lost, stolen or destroyed upon evidence satisfactory to the Corporation of
the loss, theft or destruction of the certificate, and in the case of
mutilation, the surrender of the mutilated certificate. The Corporation may, in
its discretion, require the owner of the lost, stolen or destroyed certificate,
or his or her legal representatives, to give the Corporation a bond sufficient
to indemnify it against any claim that may be made against it on account of the
alleged loss, theft, destruction or mutilation of any such certificate and the
issuance of such new certificate, or may refer such owner to such remedy or
remedies as he or she may have under the laws of the State of Nevada.

                  SECTION 5. HOLDER OF RECORD. Subject to the provisions of the
Articles of Incorporation of the Corporation, the Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder
thereof in fact and shall not be bound to recognize any equitable or other claim
to or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.



                                      -12-

<PAGE>


                                   ARTICLE VII

                               GENERAL PROVISIONS

                  SECTION 1. DIVIDENDS. The Board of Directors, from time to
time in its sole and absolute discretion, may declare and pay dividends upon the
shares of the Corporation's capital stock out of funds legally available
therefor. Dividends may be paid in cash, in property or in shares of capital
stock, subject to the provisions of the Articles of Incorporation and as
provided by applicable law.

                  SECTION 2. RESERVES. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the Board of Directors from time to time, in its absolute
discretion, thinks proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors shall believe
conducive to the interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

                  SECTION 3. FISCAL YEAR. The fiscal year of the Corporation
shall be fixed, and may from time to time be changed, by resolution of the Board
of Directors.

                  SECTION 4. SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Nevada." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.


                                   ARTICLE IX

                                   AMENDMENTS

                  These ByLaws, except as provided by applicable law or the
Articles of Incorporation, or as otherwise set forth in these ByLaws, may be
amended or repealed by the vote of two-thirds (2/3) of the entire Board of
Directors or by the affirmative unanimous vote of the stockholders holding all
of the shares of the Corporation's issued and outstanding common stock entitled
to vote on such matters.


                                      -13-

<PAGE>

                 AMENDMENT TO THE BY-LAWS OF ZEBRAMART.COM,INC.
                 ----------------------------------------------

         Section 8 of the By-Laws of zebramart.com, inc. (the "Corporation") is
hereby amended, revised and restated this ___th day of August, 2000, as set
forth below, with such amendment, revision and restatement to be in complete
substitution of the said provision found in the original By-Laws of the
Corporation and any prior amendments thereto:

                ARTICLE EIGHTH - INFORMAL ACTIONS BY SHAREHOLDERS
                -------------------------------------------------

         Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if written consent (which may take
the form of one or more counterpart copies), setting forth the action so taken,
shall be signed by the holders of a majority of the shares entitled to vote with
respect to the subject matter thereof and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Such consent
shall have the same force and effect as a unanimous vote of the shareholders;
provided, however, that no such consent which purports to be an approval of any
plan of merger, share exchange, asset sale or other transaction (i) as to which
shareholder approval is required by the Code and (ii) with respect to which
specific disclosure requirements to voting shareholders are imposed by the Code,
shall be effective unless:

         1.       prior to the execution of the consent, each consenting
                  shareholder shall have been furnished the same material which,
                  under the Code, would have been required to be sent to
                  shareholders in a notice of a meeting at which the proposed
                  action would have been submitted to the shareholders for
                  action, including notice of any applicable dissenters' rights;
                  or

         2.       the written consent contains an express waiver of the right to
                  receive the material otherwise required to be furnished.

                                               zebramart.com, inc.,
                                               a Nevada Corporation


                                               By:/s/ Daniel J. Mackell, Jr.
                                                  ------------------------------
                                                  Daniel J. Mackell, Jr.
                                                  Chairman, Chief Executive
                                                    Officer and President