AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                          CRUISECAM INTERNATIONAL, INC.
                              A Florida Corporation


                                    ARTICLE I

                                     OFFICES

      Section 1.  PRINCIPAL  OFFICES.  The  principal  office  shall be in Troy,
Michigan.

      Section 2. OTHER OFFICES. The board of directors may at any time establish
branch or  subordinate  offices at any place or places where the  corporation is
qualified to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. PLACE OF MEETINGS.  Meetings of  stockholders  shall be held at
any place  within or  without  the State of Florida  designated  by the board of
directors. In the absence of any such designation,  stockholders' meetings shall
be held at the principal executive office of the corporation.

      t 6 0 Section 2. ANNUAL  MEETINGS.  The annual  meetings  of  stockholders
shall be held at a date and time designated by the board of directors.  (At such
meetings,  directors  shall be  elected  and any other  proper  business  may be
transacted by a plurality vote of stockholders.)

      Section 3. SPECIAL MEETINGS.  A special meeting of the  stockholders,  for
any  purpose or  purposes  whatsoever,  unless  prescribed  by statute or by the
articles  of  incorporation,  may be held within or without the State of Florida
and may be called  only by (a) the  President,  (b) the  holders  of at least 10
percent of all of the shares entitled to vote at the proposed  special  meeting,
or  (c)  the  Board  of  Directors  of  Directors  pursuant  to a  duly  adopted
resolution.  Special Stockholder  Meetings may not be called by any other person
or persons or in any other manner.

      The request shall be in writing,  specifying the time of such meeting, the
place where it is to be held and the general nature of the business  proposed to
be transacted,  and shall be delivered  personally or sent by registered mail or
by telegraphic or other facsimile transmission to the chairman of the board, the
president,  any vice president or the secretary of the corporation.  The officer
receiving  such  request  forthwith  shall  cause  notice  to be  given  to  the
stockholders  entitled to vote, in accordance  with the provisions of Sections 4
and 5 of this Article II, that a meeting  will be held at the time  requested by
the person or persons calling the meeting,  not less than  thirty-five  (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given  within  twenty  (20) days  after  receipt of the  request,  the person or
persons  requesting the meeting may give the notice.  Nothing  contained in this
paragraph of this Section 3 shall be construed as limiting,  fixing or affecting
the time  when a  meeting  of  stockholders  called  by  action  of the board of
directors may be held.
<PAGE>

      Section 4. NOTICE OF  STOCKHOLDERS'  MEETINGS.  All notices of meetings of
stockholders  shall be sent or otherwise  given in accordance  with Section 5 of
this  Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting being noticed.  The notice shall specify the place, date and
hour of the meeting and (i) in the case of a special  meeting the general nature
of the  business  to be  transacted,  or (ii) in the case of the annual  meeting
those matters  which the board of  directors,  at the time of giving the notice,
intends to present for action by the stockholders.  The notice of any meeting at
which  directors  are to be elected  shall  include  the name of any  nominee or
nominees  which,  at the time of the notice,  management  intends to present for
election.

      If action is  proposed  to be taken at any  meeting  for  approval  of (i)
contracts or transactions in which a director has a direct or indirect financial
interest,  (ii)  an  amendment  to  the  articles  of  incorporation,   (iii)  a
reorganization of the corporation, (iv) dissolution of the corporation, or (v) a
distribution to preferred stockholders,  the notice shall also state the general
nature of such proposal.

      Section 5. MANNER OF GIVING  NOTICE;  AFFIDAVIT  OF NOTICE.  Notice of any
meeting of stockholders  shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
stockholder  at the address of such  stockholder  appearing  on the books of the
corporation or given by the  stockholder to the  corporation  for the purpose of
notice.  If no such  address  appears  on the  corporation's  books or is given,
notice  shall be deemed to have been  given if sent by mail or  telegram  to the
corporation's  principal  executive  office,  or if published at least once in a
newspaper  of general  circulation  in the county  where this office is located.
Personal  delivery  of any  such  notice  to any  officer  of a  corporation  or
association or to any member of a partnership shall constitute  delivery of such
notice to such corporation,  association or partnership.  Notice shall be deemed
to have been given at the time when  delivered  personally  or  deposited in the
mail or sent by telegram or other means of written  communication.  In the event
of the transfer of stock after delivery or mailing of the notice of and prior to
the holding of the meeting,  it shall not be necessary to deliver or mail notice
of the meeting to the transferee.

      If  any  notice  addressed  to  a  stockholder  at  the  address  of  such
stockholder  appearing  on the  books  of the  corporation  is  returned  to the
corporation  by the United  States  Postal  Service  marked to indicate that the
United States Postal Service is unable to deliver the notice to the  stockholder
at such address, all future notices or reports shall be deemed to have been duly
given without  further mailing if the same shall be available to the stockholder
upon written demand of the stockholder at the principal  executive office of the
corporation for a period of one year from the date of the giving of such notice.

      An  affidavit  of the  mailing or other  means of giving any notice of any
stockholders' meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the corporation giving such notice, and shall be filed and
maintained in the minute book of the corporation.
<PAGE>

      Business  transacted  at any  special  meeting  of  stockholders  shall be
limited to the purposes stated in the notice.

      Section 6. QUORUM.  The presence in person or by proxy of the holders of a
majority of the shares  entitled to vote at any  meeting of  stockholders  shall
constitute  a quorum  for the  transaction  of  business,  except  as  otherwise
provided by statute or the articles of incorporation.  The stockholders  present
at a duly called or held meeting at which a quorum is present may continue to do
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
stockholders  to leave  less than a quorum,  if any  action  taken  (other  than
adjournment)  is  approved  by at least a  majority  of the shares  required  to
constitute a quorum.

      Section  7.  ADJOURNED  MEETING  AND  NOTICE  THEREOF.  Any  stockholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of the majority of the shares  represented at such
meeting,  either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at such meeting.

      When any meeting of stockholders,  either annual or special,  is adjourned
to another time or place,  notice need not be given of the adjourned  meeting if
the time and place thereof are  announced at a meeting at which the  adjournment
is taken.  At any adjourned  meeting the  corporation  may transact any business
which might have been transacted at the original meeting.
<PAGE>

      Section 8. VOTING.  Unless a record date set for voting  purposes be fixed
as provided in Section 1 of Article VIII of these bylaws,  only persons in whose
names shares  entitled to vote stand on the stock records of the  corporation at
the close of business on the business day next preceding the day on which notice
is given (or, if notice is waived,  at the close of business on the business day
next  preceding  the day on which the meeting is held) shall be entitled to vote
at such  meeting.  Any  stockholder  entitled  to vote on any matter  other than
elections of directors or officers,  may vote part of the shares in favor of the
proposal and refrain from voting the  remaining  shares or vote them against the
proposal,  but,  if the  stockholder  fails to specify the number of shares such
stockholder is voting  affirmatively,  it will be conclusively presumed that the
stockholder's  approving vote is with respect to all shares such  stockholder is
entitled  to  vote.  Such  vote  may be by voice  vote or by  ballot;  provided,
however,  that all elections  for  directors  must be by ballot upon demand by a
stockholder at any election and before the voting begins.

      When a quorum is present or  represented  at any meeting,  the vote of the
holders of a majority  of the stock  having  voting  power  present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of  incorporation  a different  vote is required in which case such
express provision shall govern and control the decision of such question.  Every
stockholder  of record of the  corporation  shall be entitled at each meeting of
stockholders  to one vote for each  share of stock  standing  in his name on the
books of the corporation.
<PAGE>

      Section  9.  WAIVER OF  NOTICE OR  CONSENT  BY  ABSENT  STOCKHOLDERS.  The
transactions at any meeting of stockholders,  either annual or special,  however
called and  noticed,  and  wherever  held,  shall be as valid as though had at a
meeting duly held after regular call and notice,  if a quorum be present  either
in person or by proxy,  and if, either before or after the meeting,  each person
entitled to vote,  not present in person or by proxy,  signs a written waiver of
notice or a consent to a holding of the  meeting,  or an approval of the minutes
thereof. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any regular or special meeting of  stockholders,
except that if action is taken or  proposed  to be taken for  approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of such proposal.
All such  waivers,  consents  or  approvals  shall be filed  with the  corporate
records or made a part of the minutes of the meeting.

      Attendance  of a person at a meeting  shall  also  constitute  a waiver of
notice of such meeting,  except when the person objects, at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened,  and except that  attendance at a meeting is not a waiver of
any right to object to the  consideration  of matters not included in the notice
if such objection is expressly made at the meeting.

      Section 10. STOCKHOLDER  ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any
action which may be taken at any annual or special meeting of  stockholders  may
be taken without a meeting and without  prior  notice,  if a consent in writing,
setting  forth the  action so taken,  is signed by the  holders  of  outstanding
shares 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.  All such consents  shall be filed with the
secretary of the corporation  and shall be maintained in the corporate  records.
Any stockholder giving a written consent, or the stockholder's proxy holders, or
a transferee of the shares of a personal  representative  of the  stockholder of
their respective proxy holders,  may revoke the consent by a writing received by
the secretary of the corporation  prior to the time that written consents of the
number of shares  required to authorize the proposed action have been filed with
the secretary.

      Section 11. PROXIES. Every person entitled to vote for directors or on any
other  matter  shall  have the right to do so either in person or by one or more
agents  authorized  by a written  proxy  signed by the person and filed with the
secretary  of  the   corporation.   A  proxy  shall  be  deemed  signed  if  the
stockholder's  name  is  placed  on the  proxy  (whether  by  manual  signature,
typewriting,  telegraphic  transmission  or otherwise) by the stockholder or the
stockholder's  attorney in fact. A validly  executed  proxy which does not state
that it is irrevocable shall continue in full force and effect unless revoked by
the  person  executing  it,  prior to the vote  pursuant  thereto,  by a writing
delivered  to  the  corporation  stating  that  the  proxy  is  revoked  or by a
subsequent  proxy executed by, or attendance at the meeting and voting in person
by the person executing the proxy;  provided,  however, that no such proxy shall
be valid after the expiration of eleven (11) months from the date of such proxy,
or unless the person executing it specifies therein the length of time for which
it is to continue in force.  Subject to the above and the  provisions of Section
607.0722  of the  Florida  Statues,  any proxy duly  executed is not revoked and
continues  in full force and effect  until an  instrument  revoking it or a duly
executed  proxy  bearing  a later  date  is  filed  with  the  secretary  of the
corporation.
<PAGE>

      Section 12.  INSPECTORS OF ELECTION.  Before any meeting of  stockholders,
the board of directors may appoint any persons other than nominees for office to
act  as  inspectors  of  election  at the  meeting  or  its  adjournment.  If no
inspectors  of election are  appointed,  the chairman of the meeting may, and on
the  request  of any  stockholder  or his proxy  shall,  appoint  inspectors  of
election at the  meeting.  The number of  inspectors  shall be either one (1) or
three (3). If  inspectors  are  appointed  at a meeting on the request of one or
more  stockholders  or  proxies,  the  holders of a majority  of shares or their
proxies  present at the  meeting  shall  determine  whether one (1) or three (3)
inspectors are to be appointed.  If any person  appointed as inspector  fails to
appear or fails or refuses to act, the vacancy may be filled by  appointment  by
the board of directors before the meeting, or by the chairman at the meeting.

      The duties of these inspectors shall be as follows:

            (a) Determine the number of shares  outstanding and the voting power
of each, the shares  represented at the meeting,  the existence of a quorum, and
the authenticity, validity, and effect of proxies;

            (b) Receive votes, ballots, or consents;

            (c) Hear and  determine  all  challenges  and  questions  in any way
arising in connection with the right to vote;

            (d) Count and tabulate all votes or consents;

            (e) Determine the election result; and

            (f) Do any other acts that may be proper to conduct the  election or
vote with fairness to all stockholders.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. POWERS.  Subject to the  provisions of the Florida  Statues and
any  limitations in the articles of  incorporation  and these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the  corporation  shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

      Without  prejudice  to  such  general  powers,  but  subject  to the  same
limitations,  it is hereby expressly  declared that the directors shall have the
power and authority to:

            (a) Select and remove all  officers,  agents,  and  employees of the
corporation,   prescribe  such  powers  and  duties  for  them  as  may  not  be
inconsistent  with law, with the articles of incorporation or these bylaws,  fix
their compensation, and require from them security for faithful service.

            (b) Change the principal  executive office or the principal business
office from one location to another; cause the corporation to be qualified to do
business  in any other  state,  territory,  dependency,  or foreign  country and
conduct  business  within or without the State;  designate  any place  within or
without the State for the holding of any  stockholders'  meeting,  or  meetings,
including annual meetings;  adopt,  make and use a corporate seal, and prescribe
the forms of certificates of stock,  and alter the form of such seal and of such
certificates from time to time as in their judgment they may deem best, provided
that such forms shall at all times comply with the provisions of law.
<PAGE>

            (c)  Authorize  the  issuance of shares of stock of the  corporation
from time to time, upon such terms as may be lawful,  in  consideration of money
paid, labor done or services actually rendered,  debts or securities  cancelled,
tangible or intangible property actually received.

            (d)  Borrow  money and incur  indebtedness  for the  purpose  of the
corporation,  and cause to be executed and delivered therefor,  in the corporate
name, promissory notes, bonds, debentures,  deeds of trust, mortgages,  pledges,
hypothecations, or other evidences of debt and securities therefor.

      Section 2. NUMBER OF DIRECTORS.  The number of directors  shall be no less
than one (1) and no more than seven (7). The initial  number of directors  which
shall  constitute  the whole  board  shall be three  (3).  The  exact  number of
authorized  directors  shall be set by  resolution  of the  board of  directors,
within the limits  specified  above.  The maximum or minimum number of directors
cannot be changed,  nor can a fixed  number be  substituted  for the maximum and
minimum  numbers,  except  by a  duly  adopted  amendment  to  the  articles  of
incorporation or by an amendment to this bylaw.

      Section  3.  QUALIFICATION,  ELECTION  AND TERM OF  OFFICE  OF  DIRECTORS.
Directors  shall be elected at each annual meeting of the  stockholders  to hold
office until the next annual meeting, but if any such annual meeting is not held
or the  directors  are not elected at any annual  meeting,  the directors may be
elected at any special meeting of stockholders held for that purpose,  or at the
next annual meeting of stockholders held thereafter. Each director,  including a
director  elected to fill a vacancy,  shall hold office until the  expiration of
the term for which  elected and until a successor has been elected and qualified
or until his  earlier  resignation  or removal  or his office has been  declared
vacant  in  the  manner  provided  in  these  bylaws.   Directors  need  not  be
stockholders.

      Section 4.  RESIGNATION AND REMOVAL OF DIRECTORS.  Any director may resign
effective  upon  giving  written  notice  to  the  chairman  of the  board,  the
president,  the secretary or the board of directors of the  corporation,  unless
the notice specifies a later time for the effectiveness of such resignation,  in
which case such  resignation  shall be effective at the time  specified.  Unless
such resignation  specifies  otherwise,  its acceptance by the corporation shall
not be necessary to make it effective. The board of directors may declare vacant
the office of a director who has been  declared of unsound mind by an order of a
court or  convicted  of a felony.  Any or all of the  directors  may be  removed
without cause of such removal is approved by the affirmative  vote of a majority
of the  outstanding  shares  entitled to vote.  No reduction  of the  authorized
number of directors  shall have the effect of removing  any director  before his
term of office expires.
<PAGE>

      Section 5. VACANCIES.  Vacancies in the board of directors,  may be filled
by a majority of the  remaining  directors,  though less than a quorum,  or by a
sole  remaining  director.  Each director so elected shall hold office until the
next annual meeting of the  stockholders  and until a successor has been elected
and qualified.

      A vacancy in the board of directors  exists as to any authorized  position
of directors which is not then filled by a duly elected director, whether caused
by death,  resignation,  removal, increase in the authorized number of directors
or otherwise.

      The stockholders may elect a director or directors at any time to fill any
vacancy or  vacancies  not filled by the  directors,  but any such  election  by
written  consent  shall  require the  consent of a majority  of the  outstanding
shares  entitled to vote.  If the  resignation  of a director is  effective at a
future time,  the board of  directors  may elect a successor to take office when
the resignation becomes effective.

      If after the filling of any vacancy by the  directors,  the directors then
in office who have been elected by the stockholders shall constitute less than a
majority of the directors then in office,  any holder or holders of an aggregate
of five  percent or more of the total  number of shares at the time  outstanding
having the right to vote for such  directors  may call a special  meeting of the
stockholders  to elect the entire board.  The term of office of any director not
elected by the stockholders shall terminate upon the election of a successor.

      Section 6. PLACE OF MEETINGS.  Regular  meetings of the board of directors
shall be held at any place  within or without the State of Florida that has been
designated  from time to time by resolution of the board. In the absence of such
designation, regular meetings shall be held at the principal executive office of
the corporation. Special meetings of the board shall be held at any place within
or without the State of Florida  that has been  designated  in the notice of the
meeting or, if not stated in the notice or there is not notice, at the principal
executive office of the  corporation.  Any meeting,  regular or special,  may be
held by conference telephone or similar communication  equipment, so long as all
directors  participating  in such  meeting  can hear one  another,  and all such
directors shall be deemed to be present in person at such meeting.

      Section 7. ANNUAL MEETINGS.  Immediately  following each annual meeting of
stockholders,  the  board of  directors  shall  hold a regular  meeting  for the
purpose of  transaction of other  business.  Notice of this meeting shall not be
required.

      Section 8. OTHER REGULAR MEETINGS.  Other regular meetings of the board of
directors  shall be held without call at such time as shall from time to time be
fixed by the board of  directors.  Such  regular  meetings  may be held  without
notice, provided the notice of any change in the time of any such meetings shall
be given to all of the directors. Notice of a change in the determination of the
time shall be given to each  director  in the same  manner as notice for special
meetings of the board of directors.

      Section 9. SPECIAL  MEETINGS.  Special  meetings of the board of directors
for any  purpose or  purposes  may be called at any time by the  chairman of the
board  or the  president  or any  vice  president  or the  secretary  or any two
directors.
<PAGE>

      Notice  of the  time and  place of  special  meetings  shall be  delivered
personally  or by  telephone  to each  director or sent by  first-class  mail or
telegram,  charges prepaid,  addressed to each director at his or her address as
it is shown upon the records of the corporation.  In case such notice is mailed,
it shall be deposited in the United  States mail at least four (4) days prior to
the time of the  holding  of the  meeting.  In case  such  notice  is  delivered
personally,  or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph  company at least  forty-eight (48) hours prior to
the time of the holding of the meeting.  Any oral notice given  personally or by
telephone  may be  communicated  to either  the  director  or to a person at the
office of the  director  who the person  giving the notice has reason to believe
will promptly  communicate  it to the director.  The notice need not specify the
purpose  of the  meeting  nor  the  place  if the  meeting  is to be held at the
principal executive office of the corporation.

      Section 10. QUORUM. A majority of the authorized number of directors shall
constitute  a quorum  for the  transaction  of  business,  except to  adjourn as
hereinafter  provided.  Every act or decision  done or made by a majority of the
directors  present at a meeting duly held at which a quorum is present  shall be
regarded  as the act of the board of  directors,  subject to the  provisions  of
Section 607.0832  (approval of contracts or transactions in which a director has
a direct or indirect material financial interest), Section 607.0825 (appointment
of  committees),  and Section  607.0850  (indemnification  of  directors) of the
Florida Statues.  A meeting at which a quorum is initially  present may continue
to transact business  notwithstanding the withdrawal of directors, if any action
taken is  approved  by at  least a  majority  of the  required  quorum  for such
meeting.

      Section 11. WAIVER OF NOTICE. The transactions of any meeting of the board
of directors,  however called and noticed or wherever held, shall be as valid as
though had at a meeting  duly held after  regular call and notice if a quorum be
present and if,  either  before or after the meeting,  each of the directors not
present signs a written waiver of notice, a consent to holding the meeting or an
approval  of the  minutes  thereof.  The  waiver of notice of  consent  need not
specify the purpose of the meeting.  All such  waivers,  consents and  approvals
shall be filed with the  corporate  records or made a part of the minutes of the
meeting.  Notice of a meeting  shall also be deemed  given to any  director  who
attends the meeting without  protesting,  prior thereto or at its  commencement,
the lack of notice to such director.

      Section 12. ADJOURNMENT.  A majority of the directors present,  whether or
not constituting a quorum, may adjourn any meeting to another time and place.

      Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given, unless the meeting is adjourned for more
than  twenty-four  (24) hours, in which case notice of such time and place shall
be given prior to the time of the adjourned meeting,  in the manner specified in
Section 8 of this Article III, to the directors who were not present at the time
of the adjournment.

      Section 14. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the board of directors may be taken  without a meeting,  if all members
of the board  shall  individually  or  collectively  consent  in writing to such
action. Such action by written consent shall have the same force and effect as a
unanimous vote of the board of directors. Such written consent or consents shall
be filed with the minutes of the proceedings of the board.
<PAGE>

      Section 15. FEES AND  COMPENSATION OF DIRECTORS.  Directors and members of
committees may receive such compensation,  if any, for their services,  and such
reimbursement  of expenses,  as may be fixed or  determined by resolution of the
board of directors.  Nothing herein contained shall be construed to preclude any
director  from  serving  the  corporation  in any other  capacity as an officer,
agent,  employee,  or otherwise,  and receiving  compensation for such services.
Members of special or standing  committees may be allowed like  compensation for
attending committee meetings.

      Section 16.  DETERMINATION OF MAJORITY OF AUTHORIZED  NUMBER OF DIRECTORS.
One (1)  director  shall  constitute  a  majority  of the  authorized  number of
directors  when the  whole  board of  directors  consists  of one (1)  directors
pursuant to Article III, Section 2.

                                   ARTICLE IV

                                   COMMITTEES

      Section  1.  COMMITTEES  OF  DIRECTORS.  The board of  directors  may,  by
resolution  adopted  by a  majority  of  the  authorized  number  of  directors,
designate one or more committees,  each consisting of one or more directors,  to
serve  at the  pleasure  of the  board.  The  board  may  designate  one or more
directors as  alternate  members of any  committees,  who may replace any absent
member at any  meeting  of the  committee.  Any such  committee,  to the  extent
provided in the  resolution  of the board,  shall have all the  authority of the
board, except with regard to:

            (a) the approval of any action  which,  under the Florida  Statutes,
also requires stockholders' approval or approval of the outstanding shares;

            (b) the  filing of  vacancies  on the board of  directors  or in any
committees;

            (c) the fixing of  compensation  of the directors for serving on the
board or on any committee;

            (d) the amendment or repeal of bylaws or the adoption of new bylaws;

            (e) the  amendment  or  repeal  of any  resolution  of the  board of
directors which by its express terms is not so amendable or repealable;

            (f) a distribution to the stockholders of the corporation, except at
a rate or in a periodic  amount or within a price range  determined by the board
of directors; or

            (g)  the  appointment  of  any  other  committees  of the  board  of
directors or the members thereof.

      Section 2.  MEETINGS  AND  ACTION BY  COMMITTEES.  Meetings  and action of
committees  shall be governed  by, and held and taken in  accordance  with,  the
provisions of Article III, Sections 6 (place of meetings), 8 (regular meetings),
9 (special  meetings  and  notice),  10  (quorum),  11 (waiver  of  notice),  12
(adjournment),  13 (notice of adjournment) and 14 (action without meeting), with
such changes in the context of those bylaws as are necessary to  substitute  the
committee  and its members for the board of directors  and its  members,  except
that the time or regular meetings of committees may be determined by resolutions
of the board of directors  and notice of special  meetings of  committees  shall
also be given to all alternate  members,  who shall have the right to attend all
meetings  of the  committee.  The board of  directors  may  adopt  rules for the
government  of any  committee  not  inconsistent  with the  provisions  of these
bylaws.  The  committees  shall keep regular  minutes of their  proceedings  and
report the same to the board when required.
<PAGE>

                                    ARTICLE V

                                    OFFICERS

      Section 1. OFFICERS. The officers of the corporation shall be a president,
a secretary and a treasurer. The corporation may also have, at the discretion of
the board of directors,  a chairman of the board,  one or more vice  presidents,
one or more assistant  secretaries,  one or more assistant treasurers,  and such
other officers as may be appointed in accordance  with the provisions of Section
3 of this Article V. Any two or more offices may be held by the same person.

      Section 2. ELECTION OF OFFICERS.  The officers of the corporation,  except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article V, shall be chosen by the board of  directors,  and
each shall serve at the pleasure of the board, subject to the rights, if any, of
an officer under any contract of employment. The board of directors at its first
meeting after each annual meeting of  stockholders  shall choose a president,  a
vice  president,  a secretary and a treasurer,  none of whom need be a member of
the board.  The salaries of all officers and agents of the corporation  shall be
fixed by the board of directors.

      Section 3. SUBORDINATE OFFICERS,  ETC. The board of directors may appoint,
and may empower the president to appoint, such other officers as the business of
the  corporation  may  require,  each of whom shall hold office for such period,
have such  authority and perform such duties as are provided in the bylaws or as
the board of directors may from time to time determine.

      Section 4.  REMOVAL  AND  RESIGNATION  OF  OFFICERS.  The  officers of the
corporation  shall hold office  until their  successors  are chosen and qualify.
Subject to the rights,  if any, of an officer under any contract of  employment,
any  officer  may be  removed,  either  with or without  cause,  by the board of
directors,  at any regular or special meeting thereof,  or, except in case of an
officer chosen by the board of directors, by any officer upon whom such power or
removal may be conferred by the board of directors.

      Any  officer  may  resign  at any time by  giving  written  notice  to the
corporation.  Any such resignation  shall take effect at the date of the receipt
of such notice or at any later time specified  therein;  and,  unless  otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.  Any such resignation is without  prejudice to the rights, if
any, of the corporation under any contract to which the officer is a party.
<PAGE>

      Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointments to such office.

      Section 6.  CHAIRMAN OF THE BOARD.  The chairman of the board,  if such an
officer be elected,  shall, if present,  preside at all meetings of the board of
directors  and  exercise and perform such other powers and duties as may be from
time to time  assigned to him by the board of  directors  or  prescribed  by the
bylaws. If there is no president, the chairman of the board shall in addition be
the chief  executive  officer of the  corporation  and shall have the powers and
duties prescribed in Section 7 of this Article V.

      Section 7. PRESIDENT.  Subject to such supervisory  powers, if any, as may
be given by the board of  directors  to the  chairman of the board,  if there be
such an  officer,  the  president  shall be the chief  executive  officer of the
corporation  and shall,  subject to the control of the board of directors,  have
general  supervision,  direction and control of the business and the officers of
the corporation.  He shall preside at all meetings of the  stockholders  and, in
the absence of the chairman of the board,  of if there be none,  at all meetings
of the board of  directors.  He shall  have the  general  powers  and  duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of directors
or the bylaws. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the  corporation,  except where required or permitted by
law to be  otherwise  signed and  executed  and  except  where the  signing  and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

      Section 8. VICE PRESIDENTS. In the absence or disability of the president,
the vice  presidents,  if any,  in order of their  rank as fixed by the board of
directors  or,  if not  ranked,  a vice  president  designated  by the  board of
directors,  shall  perform all the duties of the  president,  and when so acting
shall have all the powers of, and be subject to all the  restrictions  upon, the
president.  The vice  presidents  shall have such other  powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the bylaws, the president or the chairman of the board.

      Section 9. SECRETARY. The secretary shall attend all meetings of the board
of directors  and all meetings of the  stockholders  and shall  record,  keep or
cause to be kept, at the principal  executive  office or such other place as the
board of directors  may order,  a book of minutes of all meetings of  directors,
committees  of directors and  stockholders,  with the time and place of holding,
whether regular or special, and, if special, how authorized,  the notice thereof
given,  the names of those present at directors'  and  committee  meetings,  the
number of shares  present or  represented  at  stockholders'  meetings,  and the
proceedings thereof.

      The secretary shall keep, or cause to be kept, at the principal  executive
office or at the office of the  corporation's  transfer  agent or registrar,  as
determined  by  resolution of the board of  directors,  a share  register,  or a
duplicate  share  register,  showing  the  names of all  stockholders  and their
addresses, the number and classes of shares held by each, the number and date of
certificates  issued for the same,  and the number and date of  cancellation  of
every certificate surrendered for cancellation.

      The secretary shall give, or cause to be given,  notice of all meetings of
stockholders  and of the board of directors  required by the bylaws or by law to
be given, and he shall keep the seal of the corporation in safe custody,  as may
be prescribed by the board of directors or by the bylaws.
<PAGE>

      Section 10. TREASURER.  The treasurer shall keep and maintain, or cause to
be kept and  maintained,  adequate and correct  books and records of accounts of
the properties and business transactions of the corporation,  including accounts
of its assets,  liabilities,  receipts,  disbursements,  gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to inspection by any director.

      The treasurer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such  depositaries as may be designated by
the board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors,  shall render to the president and directors,
whenever they request it, an account of all of his transactions as treasurer and
of the financial  condition of the corporation,  and shall have other powers and
perform such other duties as may be  prescribed by the board of directors or the
bylaws.

      If  required  by the board of  directors,  the  treasurer  shall  give the
corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the board of  directors  for the  faithful  performance  of the
duties of his office and for the restoration to the corporation,  in case of his
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the corporation.

                                   ARTICLE VI

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

      Section 1. ACTIONS  OTHER THAN BY THE  CORPORATION.  The  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal, administrative or investigative,  except an action by or in the
right of the  corporation,  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with the
action,  suit or  proceeding  if he acted in good faith and in a manner which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  has no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  does  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
<PAGE>

      Section 2. ACTIONS BY THE  CORPORATION.  The corporation may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees,  actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he  reasonably  believed  to be in or not opposed to the best  interests  of the
corporation.  Indemnification  may not be made for any claim, issue or matter as
to which such a person has been  adjudged by a court of competent  jurisdiction,
after  exhaustion of all appeals  therefrom,  to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

      Section 3.  SUCCESSFUL  DEFENSE.  To the extent that a director,  officer,
employee  or agent of the  corporation  has been  successful  on the  merits  or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
and 2,  or in  defense  of any  claim,  issue  or  matter  therein,  he  must be
indemnified by the corporation  against  expenses,  including  attorneys'  fees,
actually and reasonably incurred by him in connection with the defense.

      Section 4. REQUIRED APPROVAL.  Any indemnification under Sections 1 and 2,
unless ordered by a court or advanced pursuant to Section 5, must be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances. The determination must be made:

            (a) By the stockholders;

            (b)  By  the  board  of  directors  by  majority  vote  of a  quorum
consisting of directors who were not parties to the act, suit or proceeding;

            (c) If a majority vote of a quorum  consisting of directors who were
not parties to the act,  suit or  proceeding  so orders,  by  independent  legal
counsel in a written opinion; or

            (d) If a quorum  consisting of directors who were not parties to the
act, suit or proceeding  cannot be obtained,  by independent  legal counsel in a
written opinion.

      Section 5. ADVANCE OF EXPENSES. The articles of incorporation,  the bylaws
or an  agreement  made by the  corporation  may  provide  that the  expenses  of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding  must be paid by the  corporation as they are incurred and in advance
of the final  disposition of the action,  suit or proceeding  upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is  ultimately  determined by a court of competent  jurisdiction  that he is not
entitled to be indemnified by the corporation. The provisions of this section do
not affect any rights to  advancement of expenses to which  corporate  personnel
other than directors or officers may be entitled under any contract or otherwise
by law.
<PAGE>

      Section 6. OTHER RIGHTS. The  indemnification  and advancement of expenses
authorized in or ordered by a court pursuant to this Article VI:

            (a) Does not  exclude  any other  rights  to which a person  seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless  ordered  by a court  pursuant  to Section 2 or for the
advancement  of  expenses  made  pursuant to Section 5, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omissions involved intentional misconduct,  fraud or a knowing violation
of the law and was material to the cause of action.

            (b) Continues for a person who has ceased to be a director, officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

      Section 7. INSURANCE.  The corporation may purchase and maintain insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise for any liability  asserted against him and
incurred  by him in any such  capacity,  or  arising  out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this Article VI.

      Section  8.  RELIANCE  ON  PROVISIONS.  Each  person  who  shall act as an
authorized  representative  of the corporation shall be deemed to be doing so in
reliance upon the rights of indemnification provided by this Article.

      Section 9. SEVERABILITY. If any of the provisions of this Article are held
to be invalid or unenforceable, this Article shall be construed as if it did not
contain such invalid or unenforceable  provision and the remaining provisions of
this Article shall remain in full force and effect.

      Section 10. RETROACTIVE EFFECT. To the extent permitted by applicable law,
the rights and powers  granted  pursuant to this  Article VI shall apply to acts
and  actions  occurring  or in  progress  prior to its  adoption by the board of
directors.

                                   ARTICLE VII

                                RECORDS AND BOOKS

      Section 1.  MAINTENANCE OF SHARE REGISTER.  The corporation  shall keep at
its  principal  executive  office,  or at the  office of its  transfer  agent or
registrar,  if either be appointed  and as determined by resolution of the board
of directors,  a record of its  stockholders,  giving the names and addresses of
all stockholders and the number and class of shares held by each stockholder.
<PAGE>

      Section  2.  MAINTENANCE  OF  BYLAWS.  The  corporation  shall keep at its
principal  executive office, or if its principal executive office is not in this
State at its principal  business office in this State, the original or a copy of
the  bylaws  as  amended  to  date,  which  shall be open to  inspection  by the
stockholders  at all  reasonable  times during  office  hours.  If the principal
executive  office of the  corporation is outside this state and the  corporation
has no principal  business office in this state, the secretary  shall,  upon the
written request of any  stockholder,  furnish to such  stockholder a copy of the
bylaws as amended to date.

      Section 3.  MAINTENANCE OF OTHER CORPORATE  RECORDS.  The accounting books
and records  and minutes of  proceedings  of the  stockholders  and the board of
directors and any  committee or  committees  of the board of directors  shall be
kept at such place or places  designated by the board of  directors,  or, in the
absence  of  such  designation,   at  the  principal  executive  office  of  the
corporation.  The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form.

      Every director  shall have the absolute  right at any  reasonable  time to
inspect and copy all books,  records and  documents of every kind and to inspect
the  physical  properties  of  this  corporation  and  any  subsidiary  of  this
corporation.  Such inspection by a director may be made in person or by agent or
attorney  and the  right  of  inspection  includes  the  right  to copy and make
extracts. The foregoing rights of inspection shall extend to the records of each
subsidiary of the corporation.

      Section  4.  ANNUAL  REPORT  TO  STOCKHOLDERS.  Nothing  herein  shall  be
interpreted as  prohibiting  the board of directors from issuing annual or other
periodic   reports  to  the   stockholders  of  the  corporation  as  they  deem
appropriate.

      Section 5. FINANCIAL STATEMENTS.  A copy of any annual financial statement
and any income  statement of the corporation  for each quarterly  period of each
fiscal year, and any accompanying balance sheet of the corporation as of the end
of each such period,  that has been prepared by the corporation shall be kept on
file in the  principal  executive  office of the  corporation  for  twelve  (12)
months.

      Section 6. ANNUAL LIST OF  DIRECTORS,  OFFICERS AND RESIDENT  AGENTS.  For
each year, the  corporation  shall file with the Secretary of State of the State
of Florida,  on the prescribed  form, a list of its officers and directors and a
designation of its resident agent in Florida.

                                  ARTICLE VIII

                            GENERAL CORPORATE MATTERS

      Section 1. RECORD  DATE.  For  purposes of  determining  the  stockholders
entitled to notice of any  meeting or to vote or entitled to receive  payment of
any  dividend or other  distribution  or  allotment of any rights or entitled to
exercise  any  rights  in  respect  of any  other  lawful  action,  the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) days nor less than ten (10) days prior to the date of any such  meeting nor
more than  sixty  (60) days  prior to any  other  action,  and in such case only
stockholders  of record on the date so fixed are  entitled to notice and to vote
or to receive the dividend,  distribution  or allotment of rights or to exercise
the rights,  as the case may be,  notwithstanding  any transfer of any shares on
the books of the corporation after the record date fixed as aforesaid, except as
otherwise provided under Florida law.
<PAGE>

      If the board of directors does not so fix a record date:

            (a) 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 business day next preceding the day on which the
meeting is held.

            (b) The record date for  determining  stockholders  entitled to give
consent to corporate  action in writing without a meeting,  when no prior action
by the board has been taken, shall be the day on which the first written consent
is given.

            (c) The  record  date for  determining  stockholders  for any  other
purpose  shall be at the close of business on the day on which the board  adopts
the resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.

      Section 2. CLOSING OF TRANSFER BOOKS  PROHIBITED.  In connection  with the
determination  of  stockholders  entitled to notice of any meeting or to vote or
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or entitled to exercise  any right in respect of any other  lawful
action,  the board of directors  shall not close the stock transfer books of the
corporation  for any  reason  but  shall  instead  fix a  record  date  for such
determination  in the manner  provided  in  Section 1 of  Article  VIII of these
bylaws.

      Section 3. REGISTERED  STOCKHOLDERS.  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, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the laws of Florida.

      Section 4. CHECKS, DRAFTS,  EVIDENCES OF INDEBTEDNESS.  All checks, drafts
or other orders for payment of money,  notes or other evidences of indebtedness,
issued in the name of or payable to the corporation, shall be signed or endorsed
by such person or persons  and in such  manner as,  from time to time,  shall be
determined by resolution of the board of directors.

      Section 5. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of
directors, except as in the bylaws otherwise provided, may authorize any officer
or  officers,  agent or  agents,  to enter  into any  contract  or  execute  any
instrument in the name of and on behalf of the  corporation,  and such authority
may be general or confined to specific  instances;  and, unless so authorized or
ratified by the board of  directors  or within the agency  power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or to any amount.
<PAGE>

      Section 6. STOCK CERTIFICATES. A certificate or certificates for shares of
the capital stock of the corporation  shall be issued to each  stockholder  when
any such shares are fully paid,  and the board of directors  may  authorize  the
issuance  of   certificates   or  shares  as  partly  paid  provided  that  such
certificates shall state the amount of the consideration to be paid therefor and
the amount paid  thereon.  All  certificates  shall be signed in the name of the
corporation  by the  president  or vice  president  and by the  treasurer  or an
assistant treasurer or the secretary or any assistant secretary,  certifying the
number of shares  and the  class or series of shares  owned by the  stockholder.
When the  corporation  is  authorized  to issue shares of more than one class or
more than one  series of any  class,  there  shall be set forth upon the face or
back of the  certificate,  or the  certificate  shall have a statement  that the
corporation will furnish to any stockholders  upon request and without charge, a
full or  summary  statement  of the  designations,  preferences  and  relatives,
participating,  optional or other special rights of the various classes of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
rights, and, if the corporation shall be authorized to issue only special stock,
such  certificate  must set forth in full or summarize the rights of the holders
of such stock. Any or all of the signatures on the certificate may be facsimile.
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 such person were an
officer, transfer agent or registrar at the date of issue.

      No new  certificate for shares shall be issued in place of any certificate
theretofore  issued unless the latter is  surrendered  and cancelled at the same
time;  provided,  however,  that a new  certificate  may be issued  without  the
surrender and  cancellation of the old  certificate if the  certificate  thereto
fore issued is alleged to have been lost,  stolen or  destroyed.  In case of any
such  allegedly  lost,  stolen or destroyed  certificate,  the  corporation  may
require the owner thereof or the legal  representative of such owner to give the
corporation  a bond (or other  adequate  security)  sufficient  to  indemnify it
against  any  claim  that may be made  against  it  (including  any  expense  or
liability)  on account of the alleged  loss,  theft or  destruction  of any such
certificate or the issuance of such new certificate.

      Section 7. DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to the  provisions  of the  articles of  incorporation,  if any,  may be
declared by the board of directors at any regular or special meeting pursuant to
law.  Dividends  may be paid in cash,  in property,  or in shares of the capital
stock, subject to the provisions of the articles of incorporation.

      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 directors from
time to time,  in their  absolute  discretion,  think  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
directors  shall think  conducive  to the interest of the  corporation,  and the
directors  may modify or abolish any such reserves in the manner in which it was
created.

      Section 8. FISCAL YEAR. The fiscal year of the corporation  shall be fixed
by resolution of the board of directors.
<PAGE>

      Section 9. SEAL. The corporate seal shall have inscribed  thereon the name
of the corporation, the year of its incorporation and the words "Corporate Seal,
Florida."

      Section 10.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The chairman
of the  board,  the  president,  or any  vice  president,  or any  other  person
authorized  by  resolution  of the board of  directors  by any of the  foregoing
designated officers,  is authorized to vote on behalf of the corporation any and
all  shares of any other  corporation  or  corporations,  foreign  or  domestic,
standing in the name of the  corporation.  The authority  herein granted to said
officers to vote or  represent on behalf of the  corporation  any and all shares
held  by the  corporation  in  any  other  corporation  or  corporations  may be
exercised by any such officer in person or by any person  authorized to do so by
proxy duly executed by said officer.

      Section 11.  CONSTRUCTION  AND  DEFINITIONS.  Unless the context  requires
otherwise, the general provisions, rules of construction, and definitions in the
Florida Statutes shall govern the  construction of the bylaws.  Without limiting
the generality of the foregoing,  the singular number  includes the plural,  the
plural  number  includes the  singular,  and the term  "person"  includes both a
corporation and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS

      Section 1. AMENDMENT BY DIRECTORS.  Unless  otherwise  required by Florida
law, these bylaws may be adopted, amended or repealed by the board of directors.

<PAGE>

                            CERTIFICATE OF SECRETARY


      I, the undersigned, do hereby certify:

      1.  That  I  am  the  duly  elected  and  acting  secretary  of  Cruisecam
International, Inc., a Florida corporation; and

      2. That the foregoing Bylaws,  comprising eighteen (18) pages,  constitute
the Bylaws of said corporation as duly adopted by the board of directors of said
corporation by a Unanimous Written Consent dated as of September 30, 2004.

                  IN WITNESS  WHEREOF,  I have  hereunto  subscribed my name and
affixed the seal of said corporation this 30th day of September, 2004.



                                           CRUISECAM INTERNATIONAL, INC.



                                           /s/ James F. Bender
                                           -------------------------------------
                                           By:  James F. Bender
                                           Its:  Secretary