BY - LAWS
                                    OF
                          Salient Cybertech, Inc
                                 ARTICLE I

1. SHARE CERTIFICATES.  Certificates in such form as may be determined by the
Board of Directors shall be delivered, representing all shares to which
Shareholders are entitled.  Certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued.  Each
certificate shall state on the face thereof that the Corporation is organized
under the laws of the State of Delaware, the holder's name, the number and
class of shares, the par value of such shares or a statement that such shares
are without par value, and such other matters as may be required by law.

            They shall be signed by the President or a vice-president and
either the Secretary or Assistant Secretary or such other Officer or Officers
as the Board of Directors designates, and may be sealed with the Seal of the
Corporation or a facsimile thereof.  If any certificate is countersigned by a
transfer agent, or an assistant transfer agent, or registered by a registrar
(either of which is other than the Corporation or an employee of the
Corporation), the signature of any such Officer may be a facsimile thereof.

            Shares both treasury and authorized but unissued may be issued for
such consideration (not less than par value) and to such persons as the Board
of Directors determines from time to time.  Shares may not be issued until the
full amount of the consideration, fixed as provided by law, has been paid.  In
addition, Shares shall not be issued or transferred until such additional
conditions and documentation as the Corporation (or its transfer agent, as the
case may be) shall reasonably require, including without limitation, the
delivery with the surrender of such stock certificate or certificates of
proper evidence of succession, assignment or other authority to obtain
transfer thereof, as the circumstances may require, and such legal opinions
with reference to the requested transfer as shall be required by the
Corporation (or its transfer agent) pursuant to the provisions of these Bylaws
and applicable law, shall have been satisfied.


2. FRACTIONAL SHARE INTERESTS OR SCRIP.  The corporation may, when necessary
or desirable in order to effect share transfers, share distributions or
reclassifications, mergers, consolidations or reorganizations, issue a
fraction of a share, make arrangements or provide reasonable opportunity for
any person entitled to a fractional interest in a share to sell such
fractional interest or to purchase such additional fractional interests as may
be necessary to acquire a full share, pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or issue scrip in registered or bearer form, over the manual or
facsimile signature of an officer of the corporation or its agent, which shall
entitle the holder to receive a certificate for a full share upon the
surrender of such scrip aggregating a full share.  A certificate for a
fractional share shall, but scrip shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon and
to participate in any of the assets of the corporation in the event of
liquidation.
<PAGE>
 The Board of Directors may cause scrip to be issued subject to the condition
that it shall become void if not exchanged for certificates representing full
shares before a specified date, or subject to the condition that the shares
for which scrip is exchangeable may be sold by the corporation and the
proceeds thereof distributed to the holders of scrip, or subject to any other
conditions which the Board of Directors may deem advisable.  Such conditions
shall be stated or fairly summarized on the face of the certificate.

3.  SHARE TRANSFERS.  Upon compliance with any provisions restricting the
transferability of shares that may be set forth in the Articles of
Incorporation, these By-Laws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon, if any.  Except as may be otherwise provided by
law, the person in whose name shares stand on the books of the corporation
shall be deemed the owner thereof for all purposes as regards the corporation;
provided that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary of the
corporation, shall be so expressed in the entry of transfer. The corporation
shall refuse to register any transfer of securities unless made in accordance
with the registration or exemptive provisions of the Securities Act, or in
accordance with Regulation S.

4.      RECORD DATE FOR SHAREHOLDERS.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other purpose, the
Board of Directors of the corporation may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case,
sixty days. If the stock transfer books shall be closed for the purpose of
determining the shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
days and, in case of a meeting of shareholders, not less than ten days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken.  If the stock transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to
notice or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for the
determination of shareholders.  When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as provided in this
section, the determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date under this section for the
adjourned meeting.
<PAGE>
5.      MEANING OF CERTAIN TERMS.  As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record
of outstanding shares when the corporation is authorized to issue only one
class of shares, and said reference is also intended to include any
outstanding share or shares and any holder or holders of record of outstanding
shares of any class upon which or upon whom the Articles of Incorporation
confer such rights where there are two or more classes or series of shares or
upon which or upon whom the General Corporation Act confers such rights
notwithstanding that the Articles of Incorporation may provide for more than
one class or series of shares, one or more of which are limited or denied such
rights thereunder.

              6. SHAREHOLDER MEETINGS.

             - TIME.  The annual meeting shall be held on the date fixed from
time to time by the directors.  A special meeting shall be head on the date
fixed from time to time by the directors except when the General Corporation
Act confers the right to call a special meeting upon the shareholders.

            - PLACE.    Annual meetings and special meetings shall be held at
Croton-on-Hudson, NY or at such place within or without the State of Florida
as shall be stated in the notice of any such meeting.

- CALL.  Annual meetings may be called by the directors or the President or
the Secretary or by any officer instructed by the directors or the President
to call the meeting.  Special meetings may be called in like manner or by the
holders of at least one-tenth of the shares.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.  Written notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten days (or not less than any such other minimum period of days as
may be prescribed by the General Corporation Act) nor more than sixty days
before the date of the meeting, either personally or by first class mail, by
or at the direction of the President, the Secretary, or the officer or persons
calling the meeting to each shareholder.  The notice of any annual or special
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the General Corporation Act.  If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears
on the stock transfer books of the corporation, with postage thereon prepaid.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the
meeting.  If, however, the Board of Directors shall fix a new record date for
the adjourned meeting, notice of the adjourned meeting shall be given each
shareholder of record on the new record date.  Whenever any notice is required
to be given to any shareholder, a waiver thereof in writing signed by him,
whether before or after the time stated therein, shall be the equivalent to
the giving of such notice.  Attendance of a shareholder at a meeting shall
constitute a waiver of notice of the meeting, except where the shareholder
attends the 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.
<PAGE>
- VOTING LIST.  The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote
at such meeting or any adjournment thereof, with the address of and the number
and class and series, if any, of shares held by, each.  Such list, for a
period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation in the State of Florida, at the principal
place of business of the corporation or at the office of the transfer agent or
registrar of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder at any time during the meeting.
The original stock transfer books shall be prima facie evidence as to who are
the shareholders entitled to examine such list or transfer books or to vote at
any meeting of shareholders.

- CONDUCT OF MEETING.  Meetings of the shareholders shall be presided over by
one of the following officers in the order of seniority and if present and
acting - the Chairman of the Board, if any, the Vice Chairman of the Board, if
any,  the  President,  a Vice President, or, if none of the  foregoing  is  in
office and present and acting, by a chairman to be chosen by the shareholders.
The  Secretary of the corporation, or in his absence, an Assistant  Secretary,
shall act as secretary of every meeting, but, if neither the Secretary nor  an
Assistant  Secretary is present, the Chairman of the meeting shall  appoint  a
secretary of the meeting.

- PROXY REPRESENTATION.  Every shareholder or his duly authorized attorney-in-
fact may authorize another person or persons to act for him by proxy in all
matters in which a shareholder is entitled to participate, whether for the
purposes of determining his presence at a meeting, or whether by waiving
notice of any meeting, voting or participating at a meeting, or expressing
consent or dissent without a meeting, or otherwise.  Every proxy shall be
signed by the shareholder or by. his duly authorized attorney-in-fact, and
filed with the Secretary of the corporation.  No proxy shall be valid after
eleven months from the date thereof, unless otherwise provided in the proxy.
Except as may otherwise be provided by the General corporation Act, any proxy
may be revoked.

- QUORUM.  A majority of the shares shall constitute a quorum.
<PAGE>
- VOTING.  Except as the General Corporation Act, the Articles of
Incorporation, or these By-Laws shall otherwise provide, the affirmative vote
of the majority of the shares represented at the meeting, a quorum being
present, shall be the act of the shareholders.  After a quorum has been
established at a shareholders meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shareholders at the meeting below
the number required for a quorum, shall not affect the validity of any action
taken at the meeting or any adjournment thereof.

7.      WRITTEN ACTION.  Any action required to be taken or which may be taken
at a meeting of the shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders and shall be filed with
the Secretary of the corporation.  Less than all shareholders may act in like
manner upon compliance with the provisions of Section 607.394 of the General
Corporation Act.

                                ARTICLE II

                           BOARD OF DIRECTORS

             1. DIRECTORS - ELECTION, TERM AND REMOVAL

             The management of all the affairs, property and interests of the
corporation shall be vested in a Board of Directors consisting of not less
than three members, the exact number to be fixed by resolution of the Board of
Directors. Each director shall be a natural person of full age. The Board
shall fix the compensation of directors. The Board of Directors shall be
divided into three classes, respectively designated Class I, II and III, each
class to consist of as close to one-third of the total number of authorized
Directors as possible. The terms of the Directors in Class I shall expire at
the annual shareholders meeting held in 2000, the terms of the Directors in
Class II shall expire at the annual shareholders meeting held in 2001, and the
terms of the Directors in Class III shall expire at the annual shareholders
meeting held in 2002. At annual meetings thereafter, the number of Directors
equal to the number of Directors in the class whose term expires at the time
of such meeting shall be elected to serve until the third ensuing meeting of
shareholders; provided, however, that, if necessary to maintain relative
equality among the classes of Directors created due to vacancies or removals
of Directors, Directors may be elected to a class whose term expires prior to
such third ensuing annual meeting of shareholders. Newly created directorships
resulting from any increase in the number of Directors or any vacancies on the
Board of Directors resulting from death, resignation, removal or other cause
shall be filled by the affirmative vote of a majority of the remaining
Directors then in office, even though less than a quorum of the Board of
Directors. Any Director elected to fill a vacancy in accordance with the
preceding sentence shall be of the same class as the Directors he or she
succeeds and shall hold office for the remainder of the full term of such
class, unless, by reason of any previous changes in the authorized number of
Directors, the Board shall designate the vacant directorship as a directorship
of another class in order to achieve more equality in the number of Directors
among the classes. Notwithstanding any of the foregoing provisions of this
Articles, Directors shall serve until their successors are elected and
qualified or until their earlier death, resignation or removal from office, or
until there is a decrease in the number of authorized Directors.
<PAGE>
     At any meeting of shareholders called expressly for that purpose, the
entire Board of Directors, or any member thereof, may be removed from office
at any time, but only (i) for Cause and (2) by the affirmative vote of the
holders of not less than two-thirds of the shares entitled to elect the
Director or Directors whose removal is sought. For purposes of this Article
II, "Cause" shall be construed to exist only if the Director whose removal is
proposed (i) has been convicted of a felony by a court of competent
jurisdiction or (ii) has been adjudged by a court of competent jurisdiction to
be liable for engaging in an act involving willful malfeasance which had a
material adverse effect on the corporation. Where a question of the removal of
a Director for Cause is to be presented for shareholder consideration, an
opportunity must be provided such Director to present his or her defense to
the shareholders by a statement which must accompany or precede the notice of
the meeting at which removal of such Director for Cause shall be considered.
Under such circumstances, the Director involved shall be served with notice of
the meeting at which such action is proposed to be taken together with a
statement of the specific charges and shall be given an opportunity to be
present and to be heard at the meeting at which his or her removal is
considered.

     The qualifications, manner of election, time and place of meetings, and
powers and duties of the Directors of the corporation shall be as set forth in
the bylaws of the corporation.

             2. MEETINGS

- TIME.  Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after
its election as the directors may conveniently assemble.

- PLACE.  Meetings shall be held at such place within or without the State of
Florida as shall be fixed by the Board.

- CALL.  No call shall be required for regular meetings for which the time and
place have been fixed.  Special meetings may be called by the Chairman of the
Board, if any,, the Vice Chairman of the Board, if any, or the President, or
by any two directors.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for
regular meetings for which the time and place have been fixed.' Written, oral,
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat.  The notice or waiver of notice of any meeting need not specify the
business to be transacted or the purpose of the meeting.  Any requirement of
furnishing a notice shall be waived by any director who signs a waiver of
notice before or after the meeting.  Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting and a waiver of any and
all objections to the place of the meeting, the time of the meeting, or the
manner in which it has been called or convened, except when a director states,
at the beginning of the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened.
<PAGE>
- QUORUM AND ACTION.  A majority of the full Board of Directors shall
constitute a quorum except as may be otherwise provided in the Articles of
Incorporation.  Except as herein otherwise provided, and except as may be
otherwise provided by the General Corporation Act or the Articles of
Incorporation, the act of the Board shall be the act of a majority of the
directors present at a meeting at which a quorum is present.

Members of the Board of Directors may participate in a meeting of said Board
by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time, and participation by such means shall be deemed to constitute
presence in person at a meeting.

A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.

- CHAIRMAN OF THE MEETING.  Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, or any other director chosen by the Board.

            3. COMMITTEES.  Whenever the number of directors shall consist of
three or more, the Board of Directors, may, by resolution adopted by a
majority of the full Board, designate from among its members an Executive
Committee and one or more other committees, each of which, to the extent
provided in the resolution, shall have and may exercise all of the authority
of the Board of Directors except such authority as may not be delegated under
the General Corporation Act.

            4. WRITTEN ACTION.  Any action required to be taken at a meeting
of directors, or any action which may be taken at a meeting of directors or of
a committee thereof, if any, may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed by all of
the directors or all of the members of the committee, as the case may be.

            5. INDEMNIFICATION.

    (a) The Corporation shall have the right to indemnify, to purchase
indemnity insurance for, and to pay and advance expenses to, Directors,
Officers and other persons who are eligible for, or entitled to, such
indemnification, payments or advances, in accordance with and subject to the
provisions of Delaware law, to the extent such indemnification, payments or
advances are either expressly required by such provisions or are expressly
authorized by the Board of Directors within the scope of such provisions.  The
right of the Corporation to indemnify such persons shall include, but not be
limited to, the authority of the Corporation to enter into written agreements
for indemnification with such persons.
<PAGE>
(b)     Subject to the provisions of the General Corporation Law of Delaware
and any amendments thereto, a Director of the Corporation shall not be liable
to the Corporation or its shareholders for monetary damages for an act or
omission in the Director's capacity as a Director, except that this provision
does not eliminate or limit the liability of a Director to the extent the
Director is found liable for:

(1)     a breach of the Director's duty of loyalty to the Corporation or its
shareholders;

(2) an act or omission not in good faith that constitutes a breach of duty of
the Director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;

(3) a transaction from which the Director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of
the Directors office; or

(4) an act or omission for which the liability of a Director is expressly
provided by an applicable statute.

                                 ARTICLE III
                                  OFFICERS

The corporation shall have a President, a Secretary, and a Treasurer, each of
whom shall be elected by the directors from time to time, and may have one or
more Vice Presidents and such other officers and assistant officers and agents
as may be deemed necessary, each or any of whom may be elected or appointed by
the directors or may be chosen in such manner as the directors shall
determine.  Any two or more offices may be held by the same person.

Unless otherwise provided in the resolution of election or appointment, each
officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been elected and qualified.

The officers and agents of the corporation shall have the authority and
perform the duties in the management of the corporation as determined by the
resolution electing or appointing them, as the case may be.

The Board of Directors may remove any officer or agent whenever in its
judgment the best interests of the corporation will be served thereby.
<PAGE>

                                ARTICLE IV

              REGISTERED OFFICE AND AGENT - SHAREHOLDERS RECORD

The address of the initial registered office of the corporation and the name
of the initial registered agent of the corporation, whose address is the same
as that of the registered office is set forth in the original articles of
incorporation.

The corporation shall keep at its registered office in the State of Florida or
at its principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number, class and series, if any, of the shares held by
each shareholder and shall keep on file at said registered office the voting
list of shareholders for a period of at least ten days prior to any meeting of
shareholders.

                                 ARTICLE V
                               CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the corporation
and shall be in such form and contain such other words and/or figures as the
Board of Directors shall determine or the law require.

                                ARTICLE VI
                                FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.

                                ARTICLE VII

                           CONTROL OVER BY-LAWS

            The Board of Directors of the Corporation is hereby granted the
authority to amend, alter, add to, repeal, rescind or change in any other way
any and all of the Bylaws of this Corporation as the Board of Directors shall
deem fit and proper, and such authority shall not require either any action or
consent by of from the shareholders of the Corporation;

             The shareholders are to retain the right to revoke the above
grant of authority to the directors.  Such revocation shall be made by a
resolution adopted by the holders of a majority of the Corporation's stock
entitled to vote at a duly convened meeting of shareholders.  Unless and until
such revocation action is taken by the shareholders, the shareholders shall
not exercise their power amend, alter, add to, repeal, rescind or change in
any way the Bylaws of the Corporation.
<PAGE>

I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the
By-Laws of Salient Cybertech, Inc., a corporation of the State of Delaware, as
in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated: 05/25/99
Larry Provost
Secretary

(SEAL)