BY-LAWS


OF


CATALYST
      COMMUNICATIONS, INC.





ARTICLE
      I





Share
      Certificates and Transfer




Section
      1. Certificates:





Certificates
      representing the shares of capital stock of this Corporation shall be printed
      or
      engraved in such form and contain such recitals, signatures and seals as
      required by law, or to the extent not in conflict therewith, as may be
      determined by the Board of Directors, Every Shareholder shall be entitled to
      receive a certificate representing the number of shares owned once such shares
      are fully paid.





Section
      2. Transfer:





Upon
      surrender to the secretary or transfer agent of the Corporation of a certificate
      representing a share or shares of its stock, duly endorsed or accompanied by
      evidence of succession, assignment or authority to transfer reasonably
      satisfactory to the Secretary or transfer agent, as well as all necessary Utah
      stock transfer tax stamps or the funds therefor and evidence of compliance
      with
      any conditions or restrictions set forth or referred to on the certificate,
      the
      Corporation shall be required to issue a new certificate to the person entitled
      thereto, cancel the old certificate and record the transaction on its
      books.





Section
      3. Issuance of Substitute Certificates:





A
      new
      certificate may be issued in lieu of any certificate previously issued which
      has
      been defaced or mutilated, upon surrender or cancellation of a part of the
      old
      certificate sufficient, in the opinion of the Treasurer, to protect the
      Corporation against loss or liability. A new certificate may also be issued
      in
      lieu of any certificate then not in the possession of the holder of record
      if
      such holder shall by written affirmation, under oath, state the circumstances
      of
      its absence and shall, if required by the Board, provide the Corporation with
      an
      indemnity bond in form and with one or more sureties satisfactory to the Board,
      in at least double the value of the shares represented by the absent certificate
      and satisfy any other reasonable requirements which it may impose.





ARTICLE
      II





Corporate
      Records and Seal; Authority to Act





Section
      1.  Records:





The
      Corporation shall maintain at its principal place of business accurate and
      complete records of its operations and properties, including a record of its
      Shareholders and minutes of the proceedings of its Shareholders, Board of
      Directors and Board committees. Unless modified by Shareholder resolution
      adopted not later than four (4) months following the close of each of the
      Corporation’s operational years, the Corporation shall prepare within a
      reasonable time following the close of each such year and maintain at its
      principal place of business, as well as at its registered office, financial
      records which shall include a statement of financial position as of the end
      of
      each such year and a statement of profit earned or loss incurred
      therein.





Section
      2. Inspection:





All
      records required by the Utah General Corporation Act to be maintained by the
      Corporation shall be open for inspection by the individuals and in the manner
      specified in such Act as the same may be in effect from time to
      time.





Section
      3. Closing Shareholder Record Book:





The
      Board
      may close the Shareholder record book for a period of not more than thirty
      (30)
      nor less than ten (10) days preceding any Shareholder meeting or the day fixed
      for the payment of a dividend, and upon its failure to do so the Shareholder
      record date for either purpose shall be fourteen (14) days preceding the
      event.





Section
      4. Seal:





The
      Corporation shall own a Corporate Seal which shall be circular in form and
      have
      inscribed thereon its name and the date and State of its
      Incorporation.





Section
      5. Contracts:





The
      Board
      of Directors may by resolution authorize any officer or agent to enter into
      any
      contract or execute and deliver any instrument in the name of or on behalf
      of
      the Corporation, and such authority may be general or confined to specific
      instances; but absent the grant of such authority no individual, other than
      the
      President, shall have power to bind the Corporation under any contract, pledge
      its credit or tender it liable for any purpose or in any amount.





Section
      6. Checks and Drafts:





All
      checks, drafts or other orders for the payment of money, notes or other
      evidences of indebtedness issued in the name of the Corporation shall be signed
      or endorsed by such person or persons and in such manner as shall be determined
      by resolution of the Board of Directors.





ARTICLE
      III





Shareholder
      Meetings and Voting ** Rights





Section
      1. Annual Meeting:





The
      annual meeting of the Shareholders of the Corporation shall be held on the
      first
      Tuesday of the fourth month following the close of the Corporation’s operational
      year. If that day is a legal holiday, the annual meeting will be held on the
      first day thereafter that is not a legal holiday. At the annual meeting the
      Shareholders, by vote of the holders of a majority of the shares represented,
      shall elect a Board of Directors, consider reports of the affairs of the
      Corporation and transact such other business as is properly brought before
      the
      meeting.





Section
      2. Special Meetings:





Special
      Shareholder meetings shall be held upon the direction of the President or Board
      of Directors or upon the written request of the holders of not less than ten
      percent (10%) of all shares entitled to vote.





Section
      3.  Place
      of
      Meeting:





All
      Shareholder meetings shall be held at the principal office of the Corporation
      unless an alternate location shall be selected by the Board and communicated
      to
      the Shareholders by written notice. The holders of a majority of shares of
      the
      Corporation’s outstanding voting stock shall have the right to reject such
      alternative location by filing written notice to that effect with the Secretary
      not less than two (2) days prior to the called date of the meeting.


Section
      4.  Notice:





Written
      notice stating the place, day and hour of each Shareholder meeting and, in
      the
      case of a special meeting, the nature of the business to be transacted shall
      be
      delivered to each Shareholder of record entitled to vote not less than ten
      (10)
      days prior to the date of such meeting and otherwise in the manner specified
      in
      the Utah Corporation Act. When a meeting is adjourned for thirty (30) days
      or
      more, notice of the adjourned meeting shall be given as in the case of the
      original meeting; otherwise no notice of the adjournment or of the business
      to
      be transacted at the adjourned meeting need be given other than by way of an
      announcement made at the meeting at which such adjournment is
      taken.





Section
      5. Voting List:





Unless
      the Corporation has fewer than six (6) Shareholders, as of the date fixed in
      accordance with the provisions of Article II, Section 3., the officer or agent
      having charge of the Shareholder record books shall prepare a list of the
      Shareholders entitled to vote at each Shareholder meeting or any adjournment
      thereof, including the address of and the number and class and series, if any,
      of shares held by each. For a period of ten (10) days prior to the meeting,
      such
      list shall be kept at the Corporation’s principal place of business where any
      Shareholder shall be entitled to inspect it during usual business hours. The
      list shall also be made available and subject to inspection by any Shareholder
      at any time during the subject meeting.





Section
      6. Substance of Meeting:





Any
      question may be considered and acted upon at an annual meeting, but no question
      not stated in the call for a special meeting shall be acted upon thereat unless
      the provisions of Article Ill, Section 9 are complied with.





Section
      7. Shareholders’ Quorum and Voting Rights:





The
      holders of a majority of the shares entitled to vote, present in person or
      represented by proxy, shall constitute a quorum at all meetings of the
      Shareholders, unless otherwise provided by law, but a lesser interest may
      adjourn any meeting from time to time until the requisite amount of voting
      shares shall be present.





Each
      outstanding share of the Corporation’s capital stock shall entitle the holder of
      record to one vote. An affirmative vote of a majority of the shares represented
      at each meeting shall decide any question brought before it, unless the question
      is one upon which, by express provision of law, ****** the
      Corporation’s Articles of Incorporation or these By-Laws, a larger or different
      vote is required, in which case such express provision shall govern and control
      the decision of such question.





Section
      8. Proxies:





Every
      Shareholder entitled to vote, or to express consent to or dissent from a
      proposed corporate action, may do so either in person or by written proxy duly
      executed and filed with the Secretary of the Corporation. If a proxy is
      executed, its use shall be controlled by the provisions of the Utah General
      Corporation Act.





Section
      9. Action By **** Shareholders
      Without a Meeting:





Any
      action required or allowed to be taken at a meeting of Shareholders may be
      taken
      without a meeting, prior notice or vote, if a written consent, setting forth
      the
      action taken, shall be 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, and the written notice specified in the Utah Corporation
      Act
      shall be obtained and furnished to all remaining Shareholders, and shall be
      effective fifteen (15) days after notice has been sent, including five (5)
      days
      for mailing.





ARTICLE
      IV





Board
      of Directors





Section
      1.  Power
      and
      Responsibility:





Subject
      to the limitations imposed by the Articles of Incorporation, these By-Laws
      or
      the Florida General Corporation Act, all corporate powers and responsibilities
      shall be exercised by or under the authority of, and the business and affairs
      of
      the Corporation shall be controlled by, the Board of Directors.





Section
      2.  Number: -





The
      number of Directors which shall constitute the entire Board of Directors shall
      be not less than three (3) nor more than nine (9). Within these limits the
      actual number constituting the entire Board shall be that fixed from time to
      time by Board resolution, and until such time as the Board determines otherwise,
      the number of Directors shall be two  (2).
      No
      reduction in the number of Directors shall have the effect of removing any
      Director prior to the expiration of his term of office.





Section
      3. Election and Term: -





At
      the
      first annual Shareholder meeting and at each annual meeting thereafter the
      Shareholders shall elect Directors to hold office until the next succeeding
      annual meeting. Each Director shall hold office for the term for which he is
      elected and until his successor shall have been elected and qualified or until
      his earlier resignation, removal from office, or death.





Section
      4. Vacancy:





Any
      vacancy occurring in the Board of Directors, including any vacancy created
      by
      reason of an increase in the number of Directors, may be filled by the
      affirmative vote of a majority of all remaining Directors, even if less than
      a
      quorum, and a Director so chosen shall hold office only until the next election
      of Directors by the Shareholders. The Shareholders may at any time elect a
      Director to fill any vacancy not filled by the Directors, and may elect
      additional Directors at a meeting at which an amendment of the By-Laws is voted
      authorizing an increase in the number of Directors.





Section
      5.  Removal:





At
      a
      meeting of Shareholders called expressly for that purpose, any Director or
      the
      entire Board nay be removed, with or without cause, by a vote of the holders
      of
      a majority of the shares then entitled to vote at an election of
      Directors.





Section
      6.  Presumption
      of Assent:





A
      Director of the Corporation who is present at a meeting of its Board of
      Directors at which action on any corporate matter is taken shall be presumed
      to
      have assented to the action taken unless he votes against such action or
      abstains from voting in respect thereto because of an asserted conflict of
      interest.





Section7.
                Quorum and Voting:
            -





A
      majority of the number of Directors fixed in the manner prescribed in Article
      IV, Section 2 of these By-Laws shall constitute a quorum for the transaction
      of
      business. The action of a majority of the Directors present at any meeting
      at
      which there is a quorum, when legally assembled, shall be a valid corporate
      action.





Section
      8. Director Conflicts of Interest:





The
      legal
      effectiveness or enforceability of any contract or other transaction authorized
      by the Corporation’s Board, any committee thereof or its Shareholders which may
      present a conflict of interest as contemplated by the Utah Corporation Act
      shall
      be determined by the provisions thereof. Directors whose relationship with
      another person or entity is the source of such potential conflict of interest
      may be counted in determining the presence of a quorum at a meeting of the
      Board
      of Directors or a committee thereof which authorizes, approves or ratifies
      such
      contract or transaction.





Section
      9.  Executive
      and Other Committees:





(a)  By
      resolution adopted by a majority of the entire Board of Directors, there may
      be
      designated from among its members an executive committee and other committees
      each of which, to the extent provided in such resolution, shall have and may
      exercise all the authority of the Board of Directors, except with respect to
      those matters which by-laws are precluded from being delegated to a
      committee.





(b)  Each
      committee (including the members thereof) shall serve at the pleasure of the
      Board and shall keep minutes and report the same to the Board. The Board may
      designate one or more Directors as alternate members of any committee. In the
      absence or upon the disqualification of a member of a committee, if no alternate
      member has been designated by the Board, the members present at any meeting
      and
      not disqualified from voting, whether or not they constitute a quorum, may
      unanimously appoint another member of the Board to act at the meeting in the
      place of the absent or disqualified member.





(c)  A
      majority of all members of a committee shall constitute a quorum for the
      transaction of business, and the vote of a majority of all the members of a
      committee present at a meeting at which a quorum is present shall be the act
      of
      the committee. Each committee shall adopt whatever other rules of procedure
      it
      determines appropriate for the conduct of its activities.





Section
      10. Place of Meeting:








Meetings
      of the Board of Directors may be held at any location specified in the call
      of
      the meeting or as agreed to by the Directors.





Section
      11. Time, Notice and Call of Meetings:





(a)  Annual
      Meeting: Promptly following the adjournment of each annual Shareholder meeting,
      the Board of Directors elected thereat shall, without notice, convene an annual
      meeting and organize by the election of a Chairman who shall preside over its
      further conduct.





(b)  Regular
      Meeting: Regular meetings of
      the
      Board may be held during each annual period in accordance with such schedule
      as
      may be agreed to by the Board at its annual meeting. No notice need be given
      of
      such regular meetings.





(c)  Special
      Meetings: Special meetings of the Board shall be held from time to time upon
      call issued by the Chairman of the Board, any two (2) Directors, or the
      President or Vice President of the Corporation. Written notice of the time
      and
      place of each special meeting shall be delivered personally to all Directors
      or
      sent to each by telegram or letter, charges prepaid, addressed to him at his
      address shown on the records of the Corporation or as otherwise actually known
      by the Secretary. If notice is mailed or telegraphed, it shall constitute
      sufficient notice if it is delivered to the above address not less than twenty
      four (24) hours prior to the time of the holding of the meeting.





(d)  Adjournment:
      A majority of the Directors present, whether or not a quorum exists, may adjourn
      any meeting of the Board to another time and place. Notice of the time and
      place
      of holding such adjourned meeting need not be given if they are fixed at the
      meeting adjourned and while a quorum is present; otherwise, notice shall be
      given to all Directors in the manner directed in subsection (c)
      above.





Section
      12. Action Without a Meeting:





Any
      action required or permitted to be taken by the Board or a committee thereof
      may
      be taken without a meeting if all members shall individually or collectively
      consent in writing to such action. Such written consent shall be filed in the
      minutes of the proceedings of the Board or committee and shall have the same
      effect as a unanimous vote in favor of the action consented to.





ARTICLE
      V





Officers





Section
      1. Composition and Term:





The
      officers of the Corporation shall consist of a President, \/ice-President,
      Secretary, Treasurer and such other officers with such titles, duties and powers
      as may be prescribed by the Board of Directors. All officers shall be elected
      by
      and serve at the pleasure of the Board.





Section
      2.  Election:





At
      their
      annual meeting the Directors shall elect officers of the Corporation, any of
      whom may but need not be members of the Board. Any two (2) or more of such
      officers may be held by the same individual.





Section
      3.  Resignation
      or Removal:





Any
      officer may resign by giving written notice to the Board of Directors, the
      President or the Secretary. Such resignation shall take effect upon receipt
      of
      the notice, or at any later time specified therein (subject to the Board’s right
      of removal), and, unless otherwise specified therein, the acceptance of such
      resignation shall not be necessary to make it effective.





Any
      officer may be removed, with or without cause, by action of a majority of the
      entire Board taken at any regular or special meeting of the Board, or by another
      officer upon whom such power of removal is expressly conferred by the
      Board.





Section
      4. Vacancy:





A
      vacancy
      in any office shall be filled by action of the Board, and its appointee shall
      hold office for the unexpired term or until his successor is elected and
      qualified.





Section
      5. President:





The
      President shall be the principal executive officer of the Corporation, and,
      subject to the control of the Board, shall generally supervise and control
      all
      of the business and affairs of the Corporation. He shall preside at all meetings
      of the Shareholders and, unless a Chairman of the Board of Directors has been
      elected and is present, shall preside at meetings of the Board of Directors.
      He
      shall be an ex-officio member of all committees appointed by the Board, and
      shall have the general powers and duties customarily performed and exercised
      by
      the Chief Executive Officer of any Corporation for profit organized under the
      laws of Utah, as well as such additional powers or duties as may be prescribed
      by these By-Laws or the Board.





Section
      6. Vice-President:





In
      the
      absence of the President or in the event of his death, inability or refusal
      to
      act, the Vice-President shall be vested with the powers and duties of the
      President. Any Vice-President may sign, with the Secretary, share certificates
      issued by the Corporation; and shall perform such other duties as from time
      to
      time may be assigned to him by the Board of Directors or President.





Section
      7. Secretary:





The
      Secretary shall keep, or cause to be kept, a book of minutes at the principal
      office or such other place as the Board of Directors and Shareholders may
      designate, a current Shareholder record book, showing the names of all
      Shareholders and their addresses; and a record of all meetings conducted by
      the
      Shareholders, Directors or Director Committees, which latter record shall
      include 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’ meetings, the number of shares present or represented at
      Shareholders’ meetings, and the proceedings thereof.