BY-LAWS

                                       OF

                                 ENOTE.COM, INC.

                            (A Delaware Corporation)


                                    ARTICLE I

                                  STOCKHOLDERS

               1. CERTIFICATES  REPRESENTING STOCK. Every holder of stock in the
corporation  shall be entitled to have a  certificate  signed by, or in the name
of, the corporation by the Chairman or  Vice-Chairman of the Board of Directors,
if any, or by the  President  or a  Vice-President  and by the  Treasurer  or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
corporation certifying the number of shares owned by him in the corporation. Any
and all  signatures  on any  such  certificate  may be  facsimiles.  In case any
officer,  transfer  agent,  or  registrar  who has  signed  or  whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent, or registrar before such certificate is issued, it may
be issued by the  corporation  with the same effect as if he were such  officer,
transfer agent, or registrar at the date of issue.

               Whenever the  corporation  shall be authorized to issue more than
one class of stock or more than one series of any class of stock,  and  whenever
the  corporation  shall issue any shares of its stock as partly paid stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

               The  corporation may issue a new certificate of stock in place of
any certificate  theretofore  issued by it, alleged to have been lost, stolen or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation  against any claim that may be made
against it on account of the alleged loss,  theft,  or  destruction  of any such
certificate or the issuance of any such new certificate.

               2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not
be required to, issue fractions of a share.  If the  corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to

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receive  such  fractions  are  determined,  or (3) issue  scrip or  warrants  in
registered  or  bearer  form  which  shall  entitle  the  holder  to  receive  a
certificate  for a full  share  upon the  surrender  of such  scrip or  warrants
aggregating a full share. A certificate for a fractional  share shall, but scrip
or warrants 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.  The Board of
Directors  may cause scrip or warrants  to be issued  subject to the  conditions
that they shall become void if not exchanged for certificates  representing full
shares before a specified date, or subject to the conditions that the shares for
which scrip or warrants are  exchangeable may be sold by the corporation and the
proceeds thereof distributed to the holders of scrip or warrants,  or subject to
any other conditions which the Board of Directors may impose.

               3. STOCK TRANSFERS.  Upon compliance with provisions  restricting
the transfer or registration  of transfer of shares of stock, if any,  transfers
or registration of shares of stock of the corporation  shall be made only on the
stock ledger 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 the a transfer agent or a registrar, if
any, and on  surrender of the  certificate  or  certificates  for such shares of
stock properly endorsed and the payment of all taxes due thereon.

               4.     RECORD DATE FOR STOCKHOLDERS.  For the purpose of
determining the stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend or other  distribution  or the allotment of any rights,  or 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  directors  may fix,  in
advance,  a record  date,  which shall not be more than sixty days nor less than
ten days before the date of such meeting,  nor more than sixty days prior to any
other  action.  If no record  date is fixed,  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; the record date for  determining
stockholders  entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall be
the day on which the first written consent is expressed; and the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.  A determination  of stockholders of record entitled to notice of or to
vote at any  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.

               5.  MEANING OF CERTAIN  TERMS.  As used  herein in respect of the
right  to  notice  of a  meeting  of  stockholders  or a  waiver  thereof  or to
participate  or vote  thereat  or to  consent  or  dissent in writing in lieu of
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or  "stockholder" or  "stockholders"  refers to an outstanding
share or shares of stock and to a holder or holders of

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record of  outstanding  shares of stock when the  corporation  is  authorized to
issue only one class of shares of stock,  and said reference is also intended to
include  any  outstanding  share or shares of stock and any holder or holders of
record of  outstanding  shares of stock of any class upon which or upon whom the
certificate  of  incorporation  confers  such rights where there are two or more
classes  or series of  shares  of stock or upon  which or upon whom the  General
Corporation  Law confers such rights  notwithstanding  that the  certificate  of
incorporation  may provide for more than one class or series of shares of stock,
one or more of which are  limited or denied such  rights  thereunder;  provided,
however, that no such right shall vest in the event of an increase or a decrease
in the  authorized  number of  shares  of stock or any class or series  which is
otherwise  denied  voting  rights under the  provisions  of the  certificate  of
incorporation.

               6.     STOCKHOLDER MEETINGS.

               - TIME.  The annual  meeting shall be held on the date and at the
time fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the  corporation,  and each  successive  annual  meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

               - PLACE.  Annual  meetings and special  meetings shall be held at
such place, within or without the State of Delaware,  as the directors may, from
time to time fix.  Whenever  the  directors  shall fail to fix such  place,  the
meeting shall be held at the registered  office of the  corporation in the State
of Delaware.

               - CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

               - NOTICE OR  WAIVER OF  NOTICE.  Written  notice of all  meetings
shall be given, stating the place, date, and hour of the meeting and stating the
place  within the city or other  municipality  or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall,  (if any other action which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a
special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompanied by, any additional statements,  information, or documents prescribed
by the General  Corporation  Law.  Except as  otherwise  provided by the General
Corporation Law, a copy of the notice of any meeting shall be given,  personally
or by mail,  not less than ten days nor more than sixty days  before the date of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived,  and directed to each stockholder at his record address or at such other
address  which he may have  furnished by request in writing to the  Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States mail. If a meeting is adjourned to
another time, not more than thirty days hence,

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and/or to another  place,  and if an  announcement  of the adjourned time and/or
place is made at the  meeting,  it shall not be  necessary to give notice of the
adjourned meeting unless the directors, after adjournment, fix a new record date
for the  adjourned  meeting.  Notice  need not be given to any  stockholder  who
submits a written waiver of notice signed by him before or after the time stated
therein.  Attendance  of  a  stockholder  at a  meeting  of  stockholders  shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
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.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice.

               -  STOCKHOLDER  LIST.  The  officer  who has  charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting  stockholders,  a  complete  list  of  the  stockholders,   arranged  in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place within the city or other  municipality  or community
where the meeting is to be held, which place shall be specified in the notice of
the  meeting,  or if not so  specified,  at the place where the meeting is to be
held.  The list  shall  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is present.  The stock ledger  shall be the only  evidence as to who are the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  corporation,  or to  vote  at  any  meeting  of
stockholders.

               - CONDUCT  OF  MEETING.  Meetings  of the  stockholders  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
stockholders.  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 stockholder may authorize another
person or persons to act for him by proxy in all matters in which a  stockholder
is entitled to participate,  whether by waiving notice of any meeting, voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No
proxy  shall be voted or acted upon after  three years from its date unless such
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is irrevocable  and, if, and only as long as, it is coupled
with an interest  sufficient in law to support an irrevocable power. A proxy may
be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

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               - INSPECTORS.  The directors, in advance of any meeting, may, but
need not,  appoint one or more  inspectors  of election to act at the meeting or
any adjournment  thereof.  If an inspector or inspectors are not appointed,  the
person  presiding  at the  meeting  may,  but  need  not,  appoint  one or  more
inspectors.  In case any person who may be appointed  as an  inspector  fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding  thereat.  Each
inspector,  if any, before entering upon the discharge of his duties, shall take
and sign an oath  faithfully  to execute the duties of inspector at such meeting
with  strict  impartiality  and  according  to  the  best  of his  ability.  The
inspectors,  if any, shall  determine the number of shares of stock  outstanding
and the voting power of each,  the shares of stock  represented  at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes,  ballots or consents,  hear and  determine all  challenges  and questions
arising in  connection  with the right to vote,  count and  tabulate  all votes,
ballots or  consents,  determine  the result,  and do such acts as are proper to
conduct the election or vote with  fairness to all  stockholders.  On request of
the person presiding at the meeting, the inspector or inspectors,  if any, shall
make a report in writing of any challenge,  question or matter determined by him
or them and execute a certificate of any fact found by him or them.

               - QUORUM.  The holders of a majority of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for the transaction
of any business.  The  stockholders  present may adjourn the meeting despite the
absence of a quorum.

               - VOTING. Each share of stock shall entitle the holder thereof to
one vote.  In the  election of  directors,  a plurality  of the votes cast shall
elect.  Any other  action  shall be  authorized  by a majority of the votes cast
except where the General  Corporation  Law prescribes a different  percentage of
votes and/or a different exercise of voting power. In the election of directors,
and for any other action, voting need not be by ballot.

               7. STOCKHOLDER  ACTION WITHOUT  MEETINGS.  Any action required by
the  General  Corporation  Law 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  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.  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.

                                   ARTICLE II

                                    DIRECTORS

               1.  FUNCTIONS  AND  DEFINITION.  The  business and affairs of the
corporation  shall be managed by the Board of Directors of the corporation.  The
Board of Directors  shall have authority to fix the  compensation of the members
thereof. The use of

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the phrase "whole  board"  herein refers to the total number of directors  which
the corporation would have if there were no vacancies.

               2.  QUALIFICATION  AND  NUMBER.  The total  number  of  directors
constituting  the entire Board of  Directors  shall be not less than one (1) nor
more than nine (9),  with the then  authorized  number of directors  being fixed
from time to time solely by or pursuant to a  resolution  passed by the Board of
Directors,  provided,  however,  that the total number of directors shall be not
less than three (3) during any period when the total stockholders' equity in the
corporation  exceeds  $100,000.  Notwithstanding  the  above,  for  so  long  as
Friedlander  International  Limited  has a right to appoint  two  members of the
Board of Directors, the total number of members constituting the entire Board of
Directors  shall not exceed  seven (7). At any time when the Board of  Directors
consists of three (3) or more members,  the Board of Directors  shall be divided
into three  classes,  designated  Class I,  Class II, and Class III.  Each class
shall consist, as nearly as may be possible, of one-third of the total number of
directors.  Initially,  Class I directors  shall be elected for a one-year term,
Class II directors  for a two-year term and Class III directors for a three-year
term. Thereafter,  Directors shall be elected to serve for a term of three years
and until  their  successors  are  elected  and  qualified.  A  majority  of the
Directors  shall  constitute  a quorum  for the  transaction  of  business.  All
resolutions  adopted and all business transacted by the Board of Directors shall
require  the  affirmative  vote of a majority  of the  Directors  present at the
meeting.

               3. ELECTION AND TERM.  The first Board of  Directors,  unless the
members thereof shall have been named in the certificate of incorporation, shall
be elected by the incorporator or incorporators  and shall hold office until the
first annual meeting of stockholders  and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an annual meeting of stockholders,  and directors who are elected
in the interim to fill  vacancies  and newly created  directorships,  shall hold
office until the next annual meeting of stockholders  and until their successors
are elected and qualified or until their earlier  resignation or removal. In the
interim  between  annual  meetings  of  stockholders  or of special  meetings of
stockholders  called for the election of directors and/or for the removal of one
or more directors and for the filling of any vacancy in that  connection,  newly
created  directorships  and any vacancies in the Board of  Directors,  including
vacancies  resulting  from the removal of directors for cause or without  cause,
may be filled  by the vote of a  majority  of the  remaining  directors  then in
office, although less than a quorum, or by the sole remaining director.

               4.     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 Delaware 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 or at the
direction of the

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<PAGE>

Chairman of the Board,  if any, the  Vice-Chairman  of the Board, if any, of the
President, or of a majority of the directors in office.

               - NOTICE OF 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.  Notice need not be given to any director or to any member of
a committee of directors  who submits a written  waiver of notice  signed by him
before or after the time  stated  therein.  Attendance  of any such  person at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except when he
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.  Neither the business to be  transacted  at, nor the purpose
of, any regular or special  meeting of the  directors  need be  specified in any
written waiver of notice.

               - QUORUM AND ACTION. A majority of the Directors shall constitute
a quorum for the  transaction  of  business.  All  resolutions  adopted  and all
business transacted by the Board of Directors shall require the affirmative vote
of a majority  of the  Directors  present  at the  meeting.  A  majority  of the
directors present,  whether or not a quorum is present, may adjourn a meeting to
another  time and  place.  Except as herein  otherwise  provided,  and except as
otherwise  provided by the General  Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the  Board.  The  quorum and voting  provisions  herein  stated  shall not be
construed as conflicting with any provisions of the General  Corporation Law and
these  ByLaws which govern a meeting of  directors  held to fill  vacancies  and
newly created directorships in the Board or action of disinterested directors.

               - CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and
if  present  and  acting,  shall  preside  at  all  meetings.   Otherwise,   the
Vice-Chairman of the Board, if any and if present and acting,  or the President,
if present and acting, or any other director chosen by the Board, shall preside.

               5.  REMOVAL  OF  DIRECTORS.  Any director or the entire Board of
Directors may be removed, but only for cause, by the holders of a majority of
the shares then entitled to vote at an election of directors, unless otherwise
specified by law or the certificate of incorporation.

               6. COMMITTEES. Whenever its number consists of three or more, the
Board of Directors  may, by resolution  passed by a majority of the whole Board,
designate one or more  committees,  each  committee to consist of two or more of
the directors of the corporation.  The Board 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 any member of any such committee or committees,  the member
or members  thereof  present at any meeting and not  disqualified  from  voting,
whether or not he or they 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
resolution of the

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Board,  shall have and may  exercise  the powers and  authority  of the Board of
Directors in the management of the business and affairs of the corporation  with
the exception of any authority the  delegation of which is prohibited by Section
141  of  the  General  Corporation  Law,  and  may  authorize  the  seal  of the
corporation to be affixed to all papers which may require it.

               7.  INFORMAL  ACTION.  Any  member  or  members  of the  Board of
Directors or of any committee  designated  by the Board,  may  participate  in a
meeting of the  Board,  or any such  committee,  as the case may be, by means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other. Any action required or
permitted to be taken at any meeting of the Board of Directors or any  committee
thereof may be taken without a meeting if all members of the Board 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 or committee.

                                   ARTICLE III

                                    OFFICERS

               1. DESIGNATION.  The officers of the corporation shall consist of
a President, a Secretary, a Treasurer,  and, if deemed necessary,  expedient, or
desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of
the Board, an Executive Vice-President,  one or more other Vice-Presidents,  one
or more Assistant Secretaries,  one or more Assistant Treasurers, and such other
officers with such titles as the  resolution  or instrument  choosing them shall
designate.

               2.  QUALIFICATIONS.  Except as may  otherwise  be provided in the
resolution or instrument choosing him, no officer other than the Chairman of the
Board, if any, and the Vice-Chairman of the Board, if any, need be a director.

               Any  number of  offices  may be held by the same  person,  as the
directors may determine, except that no person may hold the offices of President
and Secretary simultaneously.

               3. TERM OF OFFICE. Unless otherwise provided in the resolution or
instrument  choosing  him,  each officer  shall be chosen for a term which shall
continue  until the meeting of the Board of Directors  following the next annual
meeting of  stockholders  and until his  successor  shall  have been  chosen and
qualified.

               Any officer may be removed,  with or without cause,  by the Board
of Directors;  and any  subordinate or junior officer not chosen by the Board of
Directors, but chosen under duly constituted authority conferred by the Board of
Directors, may be removed, with or without cause, by the officer or officers who
chose him.

               Any  vacancy  in  any  office  may be  filled  by  the  Board  of
Directors. A vacancy in any junior or subordinate office not filled by the Board
of  Directors  may be filled by the  officer or  officers  duly  vested with the
authority to choose the person to fill such office.

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<PAGE>

               4.  CHOOSING  OFFICERS.  The Board of Directors  shall choose the
President,  the Secretary, the Treasurer, the Chairman of the Board, if any, the
Vice-Chair-man of the Board, if any, an Executive Vice-President, if any, one or
more  additional  Vice-Presidents,  if any,  and such other  officers  as may be
designated  by them,  and may confer  upon any  executive  officer  or  officers
authority to choose junior or subordinate officers.

               5. DUTIES AND AUTHORITY.  All officers of the  corporation  shall
have such  authority and perform such duties in the  management and operation of
the  corporation  as shall be  prescribed  in the  resolutions  of the  Board of
Directors  or  the  instruments  designating  and  choosing  such  officers  and
prescribing their authority and duties, and shall have such additional authority
and  duties as are  incident  to their  office  except to the  extent  that such
resolutions or instruments may be inconsistent therewith.

               The chief executive  officer of the corporation  shall preside at
all meetings of stockholders  and shall,  when requested,  sign all certificates
and  instruments  permitted  or  required  to be signed by him under the General
Corporation  Law  of  Delaware.  Except  as  the  resolution  choosing  him  and
prescribing  the  authority  and  duties of the chief  executive  officer  shall
otherwise provide, and except as otherwise provided by any provision of law, the
chief executive officer,  by whatever title designated,  shall negotiate,  enter
into, and sign or countersign  and otherwise  execute in the name, or on behalf,
of the corporation all contracts, deeds, mortgages, pledges, bonds, evidences of
indebtedness,  leases, certificates,  instruments, and other transactions; shall
generally  supervise,  manage,  and control the affairs of the corporation;  and
shall make reports to the Board of  Directors,  any committee  thereof,  and the
stockholders.  He shall also exercise such additional authority and perform such
additional  duties as the Board shall assign to him.  Unless the Board otherwise
determines,   the  President  shall  be  the  chief  executive  officer  of  the
corporation.

               The  Secretary  of  the  corporation  shall  record  all  of  the
proceedings of all meetings and actions in writing of  stockholders,  directors,
and committees of directors,  and shall exercise such  additional  authority and
perform such additional duties as the Board shall assign to him.

               The  Treasurer  shall be the principal  financial  officer of the
corporation  and shall  exercise  such  authority and perform such duties as the
Board of Directors shall assign to him.

               All  other  officers  of  the  corporation  shall  exercise  such
authority and perform such duties as may be provided for in the  resolutions  or
instruments choosing them and prescribing their authority and duties.

               6.  RESOLUTIONS  AND  INSTRUMENTS - EFFECT.  The Secretary of the
corporation shall keep, or cause to be kept, with the By-laws of the corporation
a copy of every resolution or instrument  designating and choosing  officers and
prescribing their qualifications,  tenure, authority, duties, compensation,  and
other appropriate  incidents and attributes of office;  and each such resolution
or instrument shall be deemed to be a component part of these By-Laws.

                                      - 9 -

<PAGE>

                                   ARTICLE IV

                                 CORPORATE SEAL

               The  corporate  seal  shall  be in  such  form  as the  Board  of
Directors shall prescribe.

                                    ARTICLE V

                                   FISCAL YEAR

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

                                   ARTICLE VI

                              CONTROL OVER BY-LAWS

               The power to amend,  alter, and repeal these By-Laws and to adopt
new ByLaws shall be vested in the Board of Directors;  provided,  that the Board
of Directors may delegate such power, in whole or in part, to the  stockholders;
and provided,  further,  that any By-Law,  other than an initial  By-Law,  which
provides for the election of directors by classes for  staggered  terms shall be
adopted by the stockholders.

                                   ARTICLE VII

               1.  COMPLIANCE  WITH  APPLICABLE  LAW. If any action  required or
permitted to be taken by the Company or the Board of  Directors  pursuant to the
terms of these  By-laws  is  subject to any law,  regulation  or  administrative
interpretation  that  requires the Company or the Board of Directors to file any
report,  registration  or  other  document  with  any  federal,  state  or local
governmental  or regulatory  authority,  or requires the Company or the Board of
Directors to distribute copies of such report, registration or other document to
the stockholders or other persons prior to the taking of such action,  than such
action may be delayed for such period of time as may be reasonably  necessary to
permit  the  Company  and the Board of  Directors  to fully  comply  with  their
obligations under such any law, regulation or administrative  interpretation and
such delay shall not be deemed to  constitute  a violation  of these  By-laws or
otherwise affect the validity of any action taken by the Company or the Board of
Directors during the period when the taking of such action is delayed.

               2. ILLEGALITY OR INVALIDITY OF BY-LAWS. If any provision of these
By-laws is held to be  illegal,  invalid or  unenforceable  under any present or
future  law and if the rights or  obligations  of the  stockholders  will not be
materially  and adversely  affected  thereby,  (i) such  provision will be fully
severable, (ii) these By-laws will be construed and enforced as if such illegal,
invalid or unenforceable  provision had never comprised a part hereof, (iii) the
remaining  provisions  of these By-laws will remain in full force and effect and
will not be affected by the illegal,  invalid or  unenforceable  provision or by
its  severance  here  from  and  (iv)  in  lieu  of  such  illegal,  invalid  or
unenforceable  provision,  there will be added  automatically as a part of these
By-laws a legal,  valid and  enforceable  provision  as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.

               3.  APPLICATION  OF  ARTICLE  II,  SECTION  2. At any time when a
business  combination or other transaction  would cause the total  stockholders'
equity of the Corporation to exceed $100,000 and such business combination would
trigger a  requirement  to file  certain  notices  with the SEC pursuant to Rule
14(f) under the  Exchange  Act,  the  requirement  in Section 2 of Article II of
these by-laws that the Board of Directors consist of three or more members shall
not take effect  until such  filing  with the SEC has been made,  and until such
time the number of directors constituting the whole Board of Directors shall not
be deemed to be  increased  solely by virtue of the  provisions  of Section 2 of
Article II.

               I HEREBY  CERTIFY that the foregoing is a full,  true and correct
copy of the By-Laws of eNOTE.COM, INC., a Delaware corporation,  as in effect on
the date hereof.

               WITNESS my hand and the seal of the corporation.

Dated:


                                       --------------------------------
                                       Secretary of
                                       eNOTE.COM, INC.

(SEAL)

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