EXHIBIT 3.5

                           Certified to be a true and correct copy of the
                           Bylaws of the Corporation, adopted by the     
                           Board of Directors on March 1, 1999.          



                           ______________________________________________


                                BYLAWS
                                  of
                          SOFTLOCK.COM, INC.

                               ARTICLE I
                         SHAREHOLDER MEETINGS

     SECTION 1.1. ANNUAL MEETING. The annual meeting of the shareholders
shall be held within the six calendar months following the end of each
fiscal year of the Corporation, at such date and hour as may be fixed by
the Board, for the election of directors and for the transaction of such
other business as may properly be brought before the meeting.

     SECTION 1.2. SPECIAL MEETINGS. Special meetings of the shareholders
may be held at any time in the interval between annual meetings. Special
meetings may be called by the Board, the Chairman of the Board, the
President, or by the Secretary upon the written request of the holders of
not less than twenty-five percent (25%) of the shares of stock outstanding
entitled to vote, which written request shall state the purpose or purposes
of the meeting. Shareholders requesting the meeting must pay, in advance,
the reasonably estimated cost of preparing and mailing notices of the
meeting.

     SECTION 1.3. PLACE OF MEETINGS. Annual and special meetings of the
shareholders shall be held at the principal office of the Corporation or at
such other place within or without the State of New York as the Board or
other persons authorized to call such meetings may from time to time
determine and indicate in the notice.

     SECTION 1.4. NOTICE OF MEETINGS. Written notice shall be given stating
the place, date and hour of all meetings of the shareholders. The notice
shall state the purpose or purposes of the meeting and shall indicate that
it is being issued by or at the direction of the person or persons calling
the meeting. A copy of the notice of any meeting shall be given, personally
or by mail, not less than ten (10) nor more than fifty (50) days before the
date of the meeting, to each shareholder entitled to vote at the meeting.
If mailed, notice shall be deemed to have been given when deposited in the
United States mail, postage prepaid, directed to each shareholder at his or
her last known address as it appears on the records of the Corporation, or,
if he or she shall have filed with the Secretary a written request that
notices be mailed to some other address, then directed to

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him or her at such other address. Notice must also be given to any
shareholder who, by reason of the action proposed at the meeting would be
entitled to receive payment for his or her shares, and the existence of
this right must be stated in the notice. No notice provided for in this
Section is required to be given to any shareholder who submits a signed
waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at the meeting, in person or by
proxy, who does not protest prior to the conclusion of the meeting the lack
of notice of such meeting, shall constitute a waiver of notice to the
shareholder. No notice of any adjourned meeting of shareholders need be
given, unless the Board fixes a new record date for the adjourned meeting.

     SECTION 1.5. RECORD DATE. For the purposes of determining the
shareholders entitled to notice of or vote at a shareholder's meeting or
any adjournment thereof, the Board may fix a date of record which shall not
be more than fifty (50) days nor less than ten (10) days before the meeting
date. For the purpose of determining shareholders entitled to express
consent to or dissent from any proposal without a meeting, or for
determining shareholders entitled to receive payment of a dividend or the
allotment of any rights, or for any other action, the Board may fix a date
of record which shall not be more than fifty (50) days prior to such
action.

     SECTION 1.6. QUORUM. At all meetings of the shareholders, except as
otherwise provided by law, there shall be present, in person or represented
by proxy, shareholders owning a majority in number of the shares of the
Corporation issued and outstanding and entitled to vote thereat, in order
to constitute a quorum; but if there be no quorum, the holders of the share
present or represented may, by majority vote, adjourn the meeting from time
to time, but not for a period of over thirty (30) days at any one time,
without notice other than by announcement at the meeting, until a quorum
shall attend. At any such adjourned meeting at which a quorum shall attend,
any business may be transacted which might have been transacted at the
meeting as originally called. When a quorum is once present, it is not
broken by the subsequent withdrawal of any shareholder.

     SECTION 1.7. VOTING. At all meetings of the shareholders, each
shareholder entitled to vote thereat may vote in person or by proxy and
shall have one (l) vote for each share standing in his name on the books of
the Corporation, unless otherwise provided in the Certificate of
Incorporation. A plurality of votes cast shall be sufficient to elect
directors and a majority of votes cast shall be sufficient to take any
other corporate action, except as otherwise provided by law, the
Certificate of Incorporation, or the Bylaws.

     SECTION 1.8. PROXIES. No shareholder shall enter into a voting trust
agreement, proxy or other type of agreement vesting in another person,
other than another shareholder of the Corporation, or an officer or
director of the Corporation, the authority to exercise voting power of any
or all of his or her shares. Every proxy shall be in writing, subscribed by
the shareholder or his or her duly authorized attorney-in-fact and dated.
No proxy which is dated more than eleven (11) months before the meeting at
which it is offered shall be accepted, unless such proxy shall, on its
face, name a longer period for which it is to remain in force.

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     SECTION 1.9. CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by the Chairman determined in accordance with the Bylaw
provisions relating to duties and successors of officers, or in the absence
of all such officers, by a Chairman to be chosen at the meeting. The
Secretary of the Corporation shall act as Secretary of the meeting, if
present, otherwise the Chairman shall appoint a Secretary.

     SECTION 1.10. ACTION WITHOUT A MEETING. Whenever shareholders are
required or permitted to take any action by vote, such action may be taken
without a meeting if permitted by the laws of the Company's State of
Incorporation or on written consent, setting forth the action so taken,
signed by the holders of all shares outstanding and entitled to vote
thereon. Such written consent shall have the same effect as a unanimous
vote of the shareholders entitled to vote thereon.


                              ARTICLE II
                          BOARD OF DIRECTORS

     SECTION 2.1. ELECTION AND POWERS. The Board of Directors shall have
the management and control of the affairs and business of the Corporation.
The Board may act at any duly held meeting by the vote of a majority of the
directors present, or it may act by unanimous written consent of all
members of the Board if permitted by the Company's State of Incorporation.
The directors shall be elected by the shareholders at each annual meeting
of shareholders and each director shall serve until a successor is elected
and qualified unless his or her directorship be therefore vacated by
resignation, death, legal disqualification pursuant to Article V, removal
or otherwise.

     SECTION 2.2. NUMBER. The number of directors constituting the entire
Board shall be such number, not less than three (3), as shall be fixed by
vote of a majority of the entire Board from time to time. In absence of
such action, the number of directors shall be three (3). Notwithstanding
the provisions of this Section, where all of the shares are owned
beneficially and of record by fewer than three (3) shareholders, the number
of directors shall be equal to the number of shareholders, unless otherwise
fixed by the Board, which may fix a greater number.

     SECTION 2.3. VACANCIES. Vacancies and other openings in the Board,
created for any reason except removal of a director without cause, may be
filled by the Board or a majority of the directors then in office if less
than a quorum are in office.

     SECTION 2.4. REMOVAL. At any meeting of the shareholders duly called,
any director may be removed from office with or without cause by vote of
the holders of a majority of the shares entitled to vote in the election of
directors, and another may be elected by the shareholders in the place of
the person so removed to serve for the remainder of the term.

     SECTION 2.5. MEETINGS. A regular meeting of the Board shall be held as
soon as practicable after the adjournment of the annual meeting of
shareholders for the election of officers, and the transaction of such
business as may be properly presented, including the designation of times
and places for additional regular meetings of the Board during the ensuing
year. Special meetings

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of the Board shall be held at any time, upon call from the Chairman of the
Board, if any, the President, or at least one-third (1/3) of the directors.

     SECTION 2.6. PLACE OF MEETINGS. All meetings of the Board shall be
held at the principal office of the Corporation, or at such other place,
within or without the State of New York as may from time to time be
determined by the Board or the person or persons authorized to call the
meeting.

     SECTION 2.7. NOTICE OF MEETINGS. No notice need be given of a regular
meeting of the Board. Notice of the place, day and hour of every special
meeting shall be given to each director by personal delivery or by
telegraph or facsimile or e-mail or leaving the same at the director's
residence or usual place of business, at least one (1) day before the
meeting, or shall be mailed to each director, postage prepaid and addressed
to the director at his or her last known address according to the records
of the Corporation, at least three (3) days before the meeting. No notice
of any adjourned meeting of the Board need be given other than by
announcement at the meeting, subject to the provisions of Section 2.9 of
this Article.

     SECTION 2.8. WAIVER OF NOTICE. Notice of a meeting need not be given
to any director who submits a signed written waiver thereof whether before,
during or after the meeting nor to any director who attends the meeting
without protesting, prior thereto or at its commencement, the lack of
notice to him or her.

     SECTION 2.9. QUORUM. A majority of the directors in office, but in no
event less than one-third (1/3) of the entire Board shall be necessary to
constitute a quorum for the transaction of business at each meeting of the
Board; but if at any meeting there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time without
notice other than by announcement at the meeting, until a quorum shall
attend. At any such adjournment at which a quorum shall be present any
business may be transacted which might have been transacted at the meeting
as originally called.

     SECTION 2.10. PRESENCE AT MEETINGS. Any one or more members of the
Board or any committee thereof may participate in a meeting of the Board or
such committee, by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence at a meeting.

     SECTION 2.11. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken any action by the Board of Directors or by any
committee thereof at a duly held meeting may be taken without a meeting if
all members of the Board of Directors or of the committee, as the case may
be, consent in writing to the adoption of resolutions authorizing the
action. Such resolutions and such written consents shall be filed with the
minutes of the proceedings of the Board of Directors or of the committee.

     SECTION 2.12. COMPENSATION. Directors as such shall not receive any
stated compensation for their services, but by resolution of the Board a
fixed sum and expenses of

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attendance may be allowed for the attendance at each special or regular
meeting thereof. Nothing in this Section will be construed to preclude a
director from serving the Corporation in any other capacity and from
receiving compensation therefor.

     SECTION 2.13. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. The Board may,
in its discretion, by an affirmative vote of a majority of the entire Board
appoint an Executive Committee, or any other committee, to consist of three
(3) or more directors. Unless limited by the Board, or by law, the
Executive Committee shall have and may exercise all power and authority of
the Board in the management of the business and affairs of the Corporation,
and other committees shall have those powers conferred upon them by the
Board, except that no committee shall have power to act in those areas
specifically prohibited by law. Any committee shall have the power to act
by unanimous written consent of all of its members in accordance with the
Business Corporation Law of New York.


                              ARTICLE III
                               OFFICERS

     SECTION 3.1. ELECTION OF OFFICERS. The officers of the Corporation
shall be a Chairman, a CEO, a President, a CFO, one or more Vice
Presidents, and a Secretary. The Board of Directors may appoint such other
officers, and assistant officers, as they may consider necessary, who shall
be chosen in such manner and hold their offices for such terms and have
such authority and duties as from time to time may be determined by the
Board of Directors. The salaries of all the officers of the Corporation
shall be fixed by the Board of Directors. One person may hold any two
offices, except that no person may simultaneously hold the offices of
President and Secretary. In all cases where the duties of any officer,
agent or employee were not prescribed by the Bylaws or by the Board of
Directors, such officer, agent or employee shall follow the orders and
instructions of the President.

     SECTION 3.2. ASSISTANT AND SUBORDINATE OFFICERS. The Board may elect
one or more Assistant Treasurers, one or more Assistant Secretaries and
such other subordinate officers or agents as it may deem proper from time
to time, who shall hold office at the pleasure of the Board. The Board may
from time to time authorize the President to appoint and remove such
assistant and subordinate officers and agents and prescribe the powers and
duties thereof.

     SECTION 3.3. REMOVAL. Any officer of the Corporation may be removed
with or without cause by the Board.

     SECTION 3.4. COMPENSATION. The Board shall fix the compensation of all
officers of the Corporation who are elected by the Board. The Board may
authorize the President to fix the compensation of such assistant and
subordinate officers and agents as he is authorized to appoint and remove.

     SECTION 3.5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
there be one, shall preside at all meetings of the shareholders and the
Board, and shall perform such other duties as the Board may direct.

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     SECTION 3.6. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation and shall, subject to the direction to the
Board, have the general management and control of the affairs and business
of the Corporation. The President shall preside at all meetings of the
shareholders and the Board, if there be no Chairman of the Board, or in his
or her absence or inability to act.

     SECTION 3.7. VICE PRESIDENTS. During the absence or incapacity of the
President, the Vice President, or the most senior Vice President in terms
of duration in office, if there be more than one, shall perform the duties
and exercise the functions of the President. Any one or more of the Vice
Presidents may be designated by the Board as an Executive Vice President.
At the request of the President or in his or her absence or during his or
her disability, the Executive Vice President shall perform the duties and
exercise the functions of the President. Each Vice President shall have
such other powers and duties as may be properly designated by the Board,
and the President.

     SECTION 3.8. SECRETARY. The Secretary shall keep full minutes of all
meetings of the shareholders and of the Board in books provided for this
purpose. The Secretary shall see that all notices are duly given in
accordance with the provisions of the Bylaws or as required by law. The
Secretary shall be the custodian of the records and of the seal or seals of
the Corporation. The Secretary shall affix the corporate seal to all
documents, the execution of which on behalf of the Corporation, under seal,
is duly authorized by the Board, and when so affixed, may attest the same.
The Secretary shall have such other powers ad duties as may be properly
designated by the Board, and the President.

     SECTION 3.9. TREASURER. The Treasurer shall keep correct and complete
books and records of account for the Corporation. Subject to the control
and supervision of the Board, and the President, or such other officer as
the President may designate, the Treasurer shall establish and execute
programs for the provision of the capital required by the Corporation,
including negotiating the procurement of capital and maintaining adequate
sources for the Corporation's current borrowings from lending institutions.
The Treasurer shall maintain banking arrangements to receive, have custody
of, and disburse the Corporation's moneys and securities. The Treasurer
shall invest the Corporation's funds as required, establish and coordinate
policies for investment in pension and other similar trusts, and provide
insurance coverage as required. The Treasurer shall direct the granting of
credit and the collection of accounts due the Corporation, including the
supervision of special arrangements for financing sales, such as time
payment and leasing plans. The Treasurer shall have such other powers and
duties as may be properly designated by the Board, and the President.


                              ARTICLE IV
                          SHARE CERTIFICATES

     SECTION 4.1. FORM AND SIGNATURES. The interest of each shareholder of
the Corporation shall be evidenced by certificates for shares in such form
not inconsistent with law or the Certificate of Incorporation as the Board
may from time to time prescribe. The share certificates shall be signed by
the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer

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or an Assistant Treasurer, sealed with the seal of the Corporation, and
countersigned and registered in such manner, if any, as the Board may by
resolution prescribe. Where any share certificate is countersigned by a
transfer agent or registered by a registrar, other than the Corporation
itself or its employee, the signatures of any such President, Vice
President, Secretary, Assistant Secretary, Treasurer, or Assistant
Treasurer, and such corporate seal, may be facsimiles engraved or printed.
In case any officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before
the share certificate is issued, such certificate may be issued by the
Corporation with the same effect as if such person had not ceased to be
such officer.

     SECTION 4.2. TRANSFER OF SHARES. The shares of the Corporation shall
be transferred on the books of the Corporation by the registered holder
hereof, in person or by his or her attorney, upon surrender for
cancellation of certificates for the same number of shares, with a proper
assignment and powers of transfer endorsed thereon or attached thereto,
duly signed by the person appearing by the certificate to be the owner of
the shares represented thereby, with such proof of the authenticity of the
signature as the Corporation or its agents may reasonably require. Such
certificate shall have fixed thereto all stock transfer stamps required by
law. The Board shall have power and authority to make all such other rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the Corporation.

     SECTION 4.3. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. The
holder of any certificates representing shares of the Corporation shall
immediately notify the Corporation of any mutilation, loss, theft or
destruction thereof, and the Board may, in its discretion, cause one or
more new certificates for the same number of shares in aggregate to be
issued to such holder upon the surrender of the mutilated certificate, or
in the case of loss, theft or destruction of the certificate, upon
satisfactory proof of loss, theft or destruction and the deposit of
indemnity by way of bond or otherwise in such form and amount and with such
sureties or securities as the Board may require to indemnify the
Corporation, its transfer agent and registrar, if any, against loss or
liability by reason of the issuance of such new certificates; but the Board
may in its discretion refuse to issue such new certificates save upon the
order of some court having jurisdiction in such matters.

     SECTION 4.4. STOCK LEDGERS. The stock ledgers of the Corporation
containing the names and addresses of the shareholders and the number of
shares held by them respectively shall be maintained at the principal
office of the Corporation, or if there be a transfer agent, at the office
of such transfer agent, as the Board shall determine.

     SECTION 4.5. TRANSFER AGENTS AND REGISTRARS. The Corporation may have
one or more transfer agents and one or more registrars of its stock or of
any class or classes of its shares whose respective duties the Board may
from time to time determine.

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                               ARTICLE V
                            INDEMNIFICATION

     SECTION 5.1. INDEMNIFICATION. The Corporation shall indemnify (a) any
person made or threatened to be made a party to any action or proceeding by
reason of the fact that he or she, his or her testator or intestate, is or
was a director or officer of the Corporation and (b) any director or
officer of the Corporation who served any other company in any capacity at
the request of the Corporation, in the manner and to the maximum extent
permitted by the corporate law of the Company's State of Incorporation, as
amended from time to time; and the Corporation may at the discretion of the
Board indemnify all other corporate personnel to the extent permitted by
law.

     SECTION 5.2. AUTHORIZATION. The provisions for indemnification set
forth in Section 5.1 hereof shall not be deemed to be exclusive. The
Corporation is hereby authorized to further indemnify its directors and
officers in the manner and to the extent set forth in (i) a resolution of
the shareholders, (ii) a resolution of the directors, or (iii) an agreement
providing for such indemnification, so long as such indemnification shall
not be expressly prohibited by the provisions of the corporate law of the
Company's State of Incorporation.


                              ARTICLE VI
                               FINANCES

     SECTION 6.1. DIVIDENDS. Subject to law and to the provisions of the
Certificate of Incorporation, the Board may declare dividends on the stock
of the Corporation, payable upon such dates as the Board may designate.

     SECTION 6.2. RESERVES. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such
sum or sums, as the Board from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board shall deem conducive to
the best interest of the Corporation, and the Board may modify or abolish
any such reserve in the manner in which it was created.

     SECTION 6.3. BILLS, NOTES, ETC. All checks or demands for money and
Notes or other instruments evidencing indebtedness or obligations of the
Corporation shall be made in the name of the Corporation and shall be
signed by the President or such other officer or officers or such other
person or persons as the Board may from time to time designate.

     SECTION 6.4. VOTING SHARES HELD BY THE CORPORATION. Unless otherwise
determined by the Board, the President of the Corporation is hereby
designated as the officer of the Corporation authorized to vote any and all
shares of stock held by the Corporation in other domestic or foreign
corporations; he or she shall have the power and authority to vote such
shares in person or by proxy, or by written consents in lieu of formal
meetings.

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                              ARTICLE VII
                              AMENDMENTS

     SECTION 7.1. POWER TO AMEND. The Board shall have the power to adopt,
amend or repeal the Bylaws of the Corporation by a majority vote of the
entire Board at any meeting, or by unanimous written consent of all members
of the Board.  However, any Bylaws adopted by the Board may be amended or
repealed at any meeting of the shareholders.

     SECTION 7.2. NOTICE OF AMENDMENT AFFECTING ELECTION OF DIRECTORS. If
any Bylaw regulating an impending election of directors is adopted, amended
or repealed by the Board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors, the Bylaw so
adopted, amended or repealed, together with a concise statement of the
changes made.









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