**Exhibit
      3 (ii)**














BYLAWS




OF




Enigma
      Software Group, Inc.




(a
      Delaware Corporation)




March
      9,
      2005












ARTICLE
                I.
            CAPITAL
                STOCK
            11.1
            Classes
                of Stock
            11.2
            Certificates
                for Shares
            11.3
            Lost,
                Stolen or Destroyed Stock Certificates; Issuance of New
                Certificates
            11.4
            Transfer
                of Shares
            1ARTICLE
                II.
            STOCKHOLDERS
            12.1
            Annual
                Meetings
            12.2
            Special
                Meetings
            22.3
            Time
                and Place of Meetings
            22.4
            Notice
                of Meetings
            22.5
            Quorum
                Requirements for Stockholder Meetings
            32.6
            Voting
                and Proxies
            32.7
            Written
                Consent of Stockholders
            3ARTICLE
                III.
            DIRECTORS
            33.1
            Number
                and Terms of Office
            33.2
            Nomination
                of Directors
            43.3
            Employee
                Directors
            53.4
            Meetings
            53.5
            Notice
                of Directors’ Meetings
            53.6
            Quorum
                and Vote
            63.7
            Committees
                of the Board of Directors
            63.8
            Removal
                of Directors
            63.9
            Chairman
                of the Board
            63.10
            Time
                and Place of Meetings
            63.11
            Vacancies
            63.12
            Action
                by Written Consent of Directors
            63.13
            Dividends
            73.14
            Fiscal
                Year
            7ARTICLE
                IV.
            OFFICERS
            74.1
            Election
                and Term of Office
            74.2
            Chief
                Executive Officer
            74.3
            President
            74.4
            Vice
                Presidents
            84.5
            Corporate
                Secretary
            84.6
            Treasurer
            84.7
            Chief
                Operating Officer
            94.8
            Chief
                Financial Officer
            94.9
            Subordinate
                Officers and Agents
            94.10
            Compensation
            9







ARTICLE
                V.
            CORPORATE
                SEAL
            9ARTICLE
                VI.
            INDEMNIFICATION
            106.1
            Indemnification
            106.2
            Expenses
            126.3
            Right
                of Claimant to Bring Suit
            126.4
            Non-Exclusivity
                of Rights
            126.5
            Insurance
            126.6
            Enforceability
            126.7
            Severability
            136.8
            Other
                Indemnification
            13ARTICLE
                VII.
            AMENDMENTS
            137.1
            By
                Shareholders
            137.2
            By
                Directors.
            13ARTICLE
                VIII.
            MISCELLANEOUS
            138.1
            Waiver
                of Notice of Meetings of Stockholders, Directors and
                Committees
            138.2
            Interested
                Directors; Quorum
            148.3
            Fixing
                Date for Determination of Stockholders of Record
            148.4
            List
                of Stockholders Entitled to Vote
            15










**BYLAWS**


**OF**


**Enigma
      Software Group, Inc.**


(the
      “Corporation”)




**ARTICLE
      I.**




**CAPITAL
      STOCK**




1.1  Classes
      of Stock .
      The
      capital stock of the Corporation shall consist of shares of such kinds and
      classes, with such designations and such relative rights, preferences,
      qualifications, limitations and restrictions, including voting rights, and
      for
      such consideration as shall be stated in or determined in accordance with the
      Certificate of Incorporation and any amendment or amendments thereof, or the
      Delaware General Corporation Law (the “DGCL”). Consistent with the DGCL, capital
      stock of the Corporation owned by the Corporation may be referred to and
      accounted for as treasury stock.




1.2  Certificates
      for Shares .
      The
      shares of stock shall be represented by certificates. All share certificates
      shall be consecutively numbered as issued and shall be signed by the president
      or a vice president and the corporate secretary or any assistant secretary
      of
      the Corporation. A certificate representing shares of stock that are subject
      to
      restrictions on transfer or to other restrictions may have a notation of such
      restriction imprinted thereon.




1.3  Lost,
      Stolen or Destroyed Stock Certificates; Issuance of New
      Certificates .
      The
      Corporation may issue a new stock certificate in the place of any certificate
      theretofore issued by it, alleged to have been lost, stolen or destroyed, and
      the Corporation may require the owner of the lost, stolen or destroyed
      certificate, or his or her legal representative, to give the Corporation a
      bond
      sufficient to indemnify it against any claim that may be made against it on
      account of the alleged loss, theft or destruction of any such certificate or
      the
      issuance of such new certificate.




1.4  Transfer
      of Shares .
      The
      shares of the capital stock of the Corporation shall be transferred only on
      the
      books of the Corporation by the holder thereof, or by his attorney-in-fact,
      upon
      the surrender and cancellation of the stock certificate, whereupon a new
      certificate shall be issued to the transferee. The transfer and assignment
      of
      such shares of stock shall be subject to the laws of the State of Delaware.
      The
      Board of Directors shall have the right to appoint and employ one or more stock
      registrars and/or transfer agents in the State of Delaware or in any other
      state.




**ARTICLE
      II.**




**STOCKHOLDERS**




2.1  Annual
      Meetings .
      The
      regular annual meeting of the stockholders of the Corporation shall be held
      on
      such date within a reasonable interval after the close of the Corporation’s last
      fiscal year as may be designated from time to time by the Board of Directors,
      for the election of the directors of the Corporation, and for the transaction
      of
      such other business as is authorized or required to be transacted by the
      stockholders.




1


2.2  Special
      Meetings .
      Special
      meetings of the stockholders may be called by the Board of Directors or upon
      the
      request to the president of the Corporation by holders of not less than 10%
      of
      all of the outstanding shares of the Corporation entitled to vote at a
      stockholders meeting.




2.3  Time
      and Place of Meetings .
      All
      meetings of the stockholders shall be held at the principal office of the
      Corporation or at such other place within or without the State of Delaware
      and
      at such time as may be designated from time to time by the Board of
      Directors.




2.4  Notice
      of Meetings .




(a)  Whenever
      stockholders are required or permitted to take any action at a meeting, a
      written notice delivered either in person or by mail of the meeting shall be
      given that shall state the date, time and place of the meeting and, in the
      case
      of a special meeting, each purpose for which the meeting is called. The written
      notice shall be given to each stockholder of record entitled to vote at such
      meeting not less than ten (10) nor more than sixty (60) days before the date
      of
      the meeting.




(b)  No
      business may be transacted at an Annual Meeting, other than business that is
      either (a) specified in the notice of meeting (or any supplement thereto) given
      by or at the direction of the Board of Directors (or any duly authorized
      committee thereof), (b) otherwise properly brought before the Annual Meeting
      by
      or at the direction of the Board of Directors (or any duly authorized committee
      thereof) or (c) otherwise properly brought before the Annual Meeting by any
      stockholder of the Corporation (i) who is a stockholder of record on the date
      of
      the giving of the notice provided for in this Section 2.4 of this Article II
      and
      on the record date for the determination of stockholders entitled to vote at
      such Annual Meeting, and (ii) who complied with the notice procedures set forth
      in this Section 2.4 of this Article II .




(c)  In
      addition to any other applicable requirements, for business to be properly
      brought before an Annual Meeting by a stockholder, such stockholder must have
      given timely notice thereof in proper written form to the secretary of the
      Corporation. To be timely, a stockholder’s notice to the secretary must be
      delivered to or mailed and received at the principal executive offices of the
      Corporation not less than ninety (90) days nor more than one hundred and twenty
      (120) days prior to the anniversary date of the immediately preceding the Annual
      Meeting; provided , however ,
      that in
      the event that the Annual Meeting is called for a date that is not within thirty
      (30) days before or after such anniversary date, notice by the stockholder
      in
      order to be timely must be so received not later than the close of business
      on
      the tenth (10th) day following the day on which such notice of the date of
      the
      Annual Meeting was mailed; and (b) in the case of a Special Meeting of
      Stockholders called for the purpose of electing directors, not later than the
      close of business on the tenth (10th) day following the day on which notice
      of
      the date of the Special Meeting was mailed. In no event shall the public
      announcement of an adjournment of an Annual Meeting or Special Meeting for
      the
      purpose of electing directors commence a new time period for the giving of
      a
      stockholder’s notice as described above.




(d)  To
      be in
      proper written form, a stockholder’s notice to the secretary must set forth as
      to each matter such stockholder proposes to bring before the Annual Meeting
      (i)
      a brief description of the business desired to be brought before the Annual
      Meeting and the reasons for conducting such business at the Annual Meeting,
      (ii)
      the name and record address of such stockholder, (iii) the class or series
      and
      number of shares of capital stock of the Corporation which are owned
      beneficially or of record by such stockholders, (iv) a description of all
      arrangements or understandings between such stockholder and any other person
      or
      persons (including their names) in connection with the proposal, and (v) a
      representation that such stockholder intends to appear in person or by proxy
      at
      the Annual Meeting to bring such business before the meeting.




2


(e)  If
      the
      chairman of an Annual Meeting determines that business was not properly brought
      before the Annual Meeting in accordance with the foregoing procedures, the
      chairman shall declare to the meeting that the business was not properly brought
      before the meeting and such business shall not be transacted.




2.5  Quorum
      Requirements for Stockholder Meetings .
      A
      majority of the shares entitled to vote present, in person or represented by
      proxy, shall constitute a quorum for the transactions of business. A meeting
      may
      be adjourned despite the absence of a quorum, and notice of an adjourned meeting
      need not be given if the time and place to which the meeting is adjourned are
      announced at the meeting at which the adjournment is taken. When a quorum is
      present at any meeting, a majority in interest of the stock there represented
      shall decide any question brought before such meeting, unless the question
      is
      one upon which, by express provision of this Corporation’s certificate of
      incorporation or bylaws, or by the laws of the State of Delaware, a larger
      or
      different vote is required, in which case such express provision shall govern
      the decision or such question.




2.6  Voting
      and Proxies .
      Every
      stockholder entitled to vote at a meeting may do so either in person or by
      proxy
      appointment made by an instrument in writing subscribed by such stockholder
      which proxy shall be filed with the secretary of the meeting before being voted.
      Such proxy shall entitle the holders thereof to vote at any adjournment of
      such
      meeting, but shall not be valid after the final adjournment thereof. No proxy
      shall be valid after the expiration of three (3) years from the date of its
      execution, unless the said instrument expressly provides for a longer
      period.




2.7  Written
      Consent of Stockholders .
      Any
      action required or permitted to be taken by the holders of the issued and
      outstanding stock of the Corporation at an annual or special meeting of
      stockholders duly called and held in accordance with law, the Certificate of
      Incorporation of the Corporation and these bylaws, may in lieu of such meeting,
      be taken by the consent in writing executed by stockholders holding the number
      of shares necessary to approve such action.




**ARTICLE
      III.**




**DIRECTORS**




3.1  Number
      and Terms of Office .
      The
      business of the Corporation shall be controlled and managed in accordance with
      the DGCL by a Board of Directors. The number of directors to be fixed from
      time
      to time by resolution adopted by a majority of the Board of Directors then
      in
      office. Directors need not be stockholders or residents of this State, but
      must
      be of legal age. They shall be elected by a plurality of the votes cast at
      the
      annual meetings of the stockholders or at a special meeting of the stockholders
      called for that purpose. Each director shall hold office until the expiration
      of
      the term for which he is elected, and thereafter until his successor has been
      elected and qualified.




3


3.2  Nomination
      of Directors .




(a)  Only
      persons who are nominated in accordance with the following procedures shall
      be
      eligible for election as directors of the Corporation, except as may be
      otherwise provided in the Certificate of Incorporation, including the right
      of
      holders of preferred stock of the Corporation to nominate and elect a specified
      number of directors in certain circumstances. Nominations of persons for
      election to the Board of Directors may be made at any Annual Meeting of
      Stockholders, or at any Special Meeting of Stockholders called for the purpose
      of electing directors, (a) by or at the direction of the Board of Directors
      (or
      any duly authorized committee thereof), or (b) by any stockholder of the
      Corporation (i) who is a stockholder of record on the date of the giving of
      the
      notice provided for in this Section 3.2 of this Article III and on the record
      date for the determination of stockholders entitled to vote at such meeting
      and
      (ii) who complies with the notice procedures set forth in this Section 3.2
      of
      this Article III.




(b)  In
      addition to any other applicable requirements, for a nomination to be made
      by a
      stockholder, such stockholder must have given timely notice thereof in proper
      written form to the secretary of the Corporation. To be timely, a stockholder’s
      notice to the secretary must be delivered to or mailed and received at the
      principal executive offices of the Corporation (a) in the case of an Annual
      Meeting, not less than ninety (90) days nor more than one hundred and twenty
      (120) days prior to the anniversary date of the immediately preceding Annual
      Meeting of Stockholders; provided , however ,
      that in
      the event that the Annual Meeting is called for a date that is not within thirty
      (30) days before or after such anniversary date, notice by the stockholder
      in
      order to be timely must be so received not later than the close of business
      on
      the tenth (10th) day following the day on which such notice of the date of
      the
      Annual Meeting was mailed; and (b) in the case of a Special Meeting of
      Stockholders called for the purpose of electing directors, not later than the
      close of business on the tenth (10th) day following the day on which notice
      of
      the date of the Special Meeting was mailed. In no event shall the public
      announcement of an adjournment of an Annual Meeting or Special Meeting commence
      a new time period for the giving of a stockholder’s notice as described
      above.




(c)  To
      be in
      proper written form, a stockholder’s notice to the secretary must set forth (a)
      as to each person whom the stockholder proposes to nominate for election as
      a
      director (i) the name, age, business address and residence address of the
      person, (ii) the principal occupation or employment of the person, (iii) the
      class or series and number of shares of capital stock of the Corporation which
      are owned beneficially or of record by the person and (iv) any other information
      relating to the person that would be required to be disclosed in a proxy
      statement or other filings required to be made in connection with solicitations
      of proxies for election of directors pursuant to Section 14 of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
      regulations promulgated thereunder; and (b) as to the stockholder giving the
      notice (i) the name and record address of such stockholder, (ii) the class
      or
      series and number of shares of capital stock of the Corporation which are owned
      beneficially or of record by such stockholder, (iii) a description of all
      arrangements or understandings between such stockholder and each proposed
      nominee and any other person or persons (including their names) pursuant to
      which the nomination(s) are to be made by such stockholder, (iv) a
      representation that such stockholder intends to appear in person or by proxy
      at
      the meeting to nominate the persons named in its notice and (v) any other
      information relating to such stockholder that would be required to be disclosed
      in a proxy statement or other filings required to be made in connection with
      solicitations of proxies for election of directors pursuant to Section 14 of
      the
      Exchange Act and the rules and regulations promulgated thereunder. Such notice
      must be accompanied by a written consent of each proposed nominee to being
      named
      as a nominee and to serve as a director if elected.




4


(d)  No
      person
      shall be eligible for election as a director of the Corporation unless nominated
      in accordance with the procedures set forth in this Section 3.2 of this Article
      III, except as may be otherwise provided in the Certificate of Incorporation
      of
      the Corporation. If the chairman of the meeting determines that a nomination
      was
      not made in accordance with the foregoing procedures, the chairman shall declare
      to the meeting that the nomination was defective and such defective nomination
      shall be disregarded.




3.3  Employee
      Directors .
      An
      employee director, other than the chief executive officer, shall immediately
      resign from the Board of Directors at the time of any reduction in
      responsibility or upon termination of employment for whatever reason, unless
      the
      Board of Directors determines otherwise. A director who was chief executive
      officer of the Corporation and whose employment was terminated for whatever
      reason, other than retirement, shall resign immediately from the Board of
      Directors upon such termination, unless the Board of Directors determines
      otherwise.




3.4  Meetings .
      The
      annual meeting of the Board of Directors shall be held immediately after the
      adjournment of the Annual Meeting of the stockholders, at which time the: (i)
      officers of the Corporation shall be elected, (ii) the membership of committees
      of the Board of Directors shall be elected and (iii) the election of the
      Chairman of the Board of Directors and any other Board positions. The Board
      may
      also designate more frequent intervals for regular meetings. Special meetings
      may be called at any time by the chairman of the Board, chief executive officer,
      president, or any director. Members of the Board of Directors may participate
      in
      a meeting of the Board of Directors by means of conference telephone or similar
      communications equipment by means of which all persons participating in the
      meeting can hear each other, and participation in a meeting in such manner
      shall
      constitute presence in person at such a meeting.




3.5  Notice
      of Directors’ Meetings .
      The
      annual and all regular Board meetings may be held without specific prior notice
      of the date, time, place or purpose of the meeting, as long as such dates have
      been previously established. Special meetings shall be held upon notice sent
      by
      any usual means of communication not less than twenty-four (24) hours before
      the
      meeting noting the date, time and place of the meeting. The notice need not
      describe the purposes of the special meeting. Attendance by a director at a
      meeting or subsequent execution or approval by a director of the minutes of
      a
      meeting shall constitute a waiver of any defects in notice of such
      meeting.




5


3.6  Quorum
      and Vote .
      The
      presence of a majority of the directors shall constitute a quorum for the
      transaction of business. A meeting may be adjourned despite the absence of
      a
      quorum, and notice of an adjourned meeting need not be given if the time and
      place to which the meeting is adjourned are fixed at the meeting at which the
      adjournment is taken, and if the period of adjournment does not exceed thirty
      (30) days in any one adjournment. The vote of a majority of the directors
      present at a meeting at which a quorum is present shall be the act of the Board,
      unless the vote of a greater number is required by the Certificate of
      Incorporation, these bylaws, or by the laws of the State of
      Delaware.




3.7  Committees
      of the Board of Directors .
      The
      Board of Directors, by a resolution adopted by a majority if its members, may
      designate an executive committee, an audit committee, and other committees,
      and
      may delegate to such committee or committees any and all such authority as
      it
      deems desirable.




3.8  Removal
      of Directors .
      Any or
      all of the directors may be removed at any time for “cause” by the affirmative
      vote of the holders of 66-2/3% or more of the outstanding shares of capital
      stock of the Corporation entitled to vote generally in the election of directors
      (considered for this purpose as one class). Cause
      for
      purposes of these bylaws shall be: (i) any fraudulent or dishonest act or
      activity by the director; or (ii) behavior materially detrimental to the
      business of the Corporation.




3.9  Chairman
      of the Board .
      The
      chairman of the Board shall be chosen from among the directors and shall preside
      at all meetings of the Board of Directors and stockholders. He shall confer
      from
      time to time with members of the Board and the officers of the Corporation
      and
      shall perform such other duties as may be assigned to him by the Board. Except
      where by law the signature of the president is required, the chairman of the
      Board shall possess the same power as the president to sign all certificates,
      contracts, and other instruments of the Corporation which may be authorized
      by
      the Board of Directors. In
      addition, the Board may designate the Chairman as an “Executive Chairman” and in
      such instances, compensate such person as an officer of the
      Corporation.




3.10  Time
      and Place of Meetings .
      All
      meetings of the Board of Directors shall be held at the principal office of
      the
      Corporation, or at such other place within or without the State of Delaware
      and
      at such time as may be designated from time to time by the Board of
      Directors.




3.11  Vacancies .
      Except
      as otherwise provided in the Certificate of Incorporation or in the following
      paragraph, vacancies occurring in the membership of the Board of Directors,
      from
      whatever cause arising may be filled by vote of a majority of the remaining
      directors, although less than a quorum is present, or such vacancies may be
      filled by the shareholders.




3.12  Action
      by Written Consent of Directors .
      Any
      action required or permitted to be taken by the Board of Directors or any
      committee thereof may be taken without a meeting if all members of the Board
      or
      of the committee consent in writing to the adoption of resolution authorizing
      the action. The resolution and the written consents thereto by the members
      of
      the Board or of the committee shall be filed with the minutes of the proceedings
      of the Board or committee, and such action shall be as valid and effective
      as
      any action taken at a regular or special meeting of the directors.




6


3.13  Dividends .
      The
      Board of Directors may declare dividends from time to time upon the capital
      stock of the Corporation in accordance with the DGCL.




3.14  Fiscal
      Year .
      The
      fiscal year of the Corporation shall be fixed by resolution of the Board of
      Directors.




**ARTICLE
      IV.**




**OFFICERS**




4.1  Election
      and Term of Office .
      The
      officers of the Corporation shall be elected by the Board of Directors at the
      regular annual meeting of the Board, unless the Board shall otherwise determine,
      and may consist of a chief executive officer, chief operating officer,
      president, one or more vice presidents (any one or more of whom may be
      designated “corporate,” “executive,” “senior,” “group” or other functionally
      described vice president), a corporate secretary, a chief financial officer,
      a
      treasurer and one or more assistant secretaries and assistant treasurers. Each
      officer shall continue in office until his successor shall have been duly
      elected and qualified or until his or her earlier death, resignation or removal.
      Any officer may resign at any time by giving written notice of such resignation
      to the Board of Directors. Unless otherwise specified in such written notice,
      such resignation shall take effect upon receipt thereof by the Board of
      Directors and the acceptance of such resignation shall not be necessary to
      make
      it effective. Any officer or agent may be removed by the Board of Directors
      at
      any time with or without cause, but such removal shall be without prejudice
      to
      the contract rights, if any, of the person so removed. Election or appointment
      shall not of itself create contract rights. Vacancies occasioned by any cause
      in
      any one or more of such offices may be filled for the unexpired portion of
      the
      term by the Board of Directors at any regular or special meeting of the
      Board.




4.2  Chief
      Executive Officer .
      The
      Board may designate a chief executive officer, who shall be the most senior
      officer of the Company, and report directly to the Board of Directors. The
      chief
      executive officer shall have the full authority to operate the Company on a
      day-to-day basis subject to the supervision of the Board of Directors. All
      officers of the Company shall be subject to the authority of the chief executive
      officer.




4.3  President .
      The
      president and his duties shall be subject to the control of the Board of
      Directors, except, if someone has been designated chief executive officer,
      in
      such event, the president shall be subject to the control of the chief executive
      officer. The president shall have the power to sign and execute all deeds,
      mortgages, bonds, contracts and other instruments of the Corporation as
      authorized by the Board of Directors, except in cases where the signing and
      execution thereof shall be expressly designated by the Board of Directors or
      by
      these bylaws to some other officer, official or agent of the Corporation. The
      president shall perform all duties incident to the office of president and
      such
      other duties as are properly required of him by these bylaws.




4.4  Vice
      Presidents .
      The
      vice presidents shall possess the same power as the president to sign all
      certificates, contracts and other instruments of the Corporation which may
      be
      authorized by the Board of Directors, except where by law the signature of
      the
      president is required. All vice presidents shall perform such duties as may
      from
      time to time be assigned to them by the Board of Directors, the chairman of
      the
      board, the chief executive officer or the president, as applicable.




7


4.5  Corporate
      Secretary .
      The
      corporate secretary of the Corporation shall:




(a)  Keep
      the
      minutes of the meetings of the stockholders and the Board of Directors in books
      provided for that purpose.




(b)  See
      that
      all notices are duly given in accordance with the provisions of these bylaws
      and
      as required by law.




(c)  Be
      custodian of the records and of the seal of the Corporation and see that the
      seal is affixed to all documents, the execution of which on behalf of the
      Corporation under its seal is duly authorized in accordance with the provisions
      of these bylaws.




(d)  Keep
      a
      register of the post office address of each stockholder, which shall be
      furnished to the corporate secretary at his request by such stockholder, and
      make all proper changes in such register, retaining and filing his authority
      for
      all such entries.




(e)  See
      that
      the books, reports, statements, certificates and all other documents and records
      required by law are properly kept, filed and authenticated.




(f)  In
      general, perform all duties incident to the office of corporate secretary and
      such other duties as may from time to time be assigned to him by the Board
      of
      Directors.




(g)  In
      case
      of absence or disability of the corporate secretary, the assistant secretaries,
      in the order designated by the chief executive officer, shall perform the duties
      of corporate secretary.




4.6  Treasurer .
      The
      treasurer of the Corporation shall:




(a)  Give
      bond
      for the faithful discharge of his duties if required by the Board of
      Directors.




(b)  Have
      the
      charge and custody of, and be responsible for, all funds and securities of
      the
      Corporation, and deposit all such funds in the name of the Corporation in such
      banks, trust companies or other depositories as shall be selected in accordance
      with the provisions of these bylaws.




(c)  At
      all
      reasonable times, exhibit his books of account and records, and cause to be
      exhibited the books of account and records of any corporation a majority of
      whose stock is owned by the Corporation, to any of the directors of the
      Corporation upon application during business hours at the office of this
      Corporation or such other corporation where such books and records are
      kept.




(d)  Render
      a
      statement of the conditions of the finances of the Corporation at all regular
      meetings of the Board of Directors, and a full financial report at the annual
      meeting of the stockholders, if called upon so to do.




8


(e)  Receive
      and give receipts for monies due and payable to the Corporation from any source
      whatsoever.




(f)  In
      general, perform all of the duties incident to the office of treasurer and
      such
      other duties as may from time to time be assigned to him by the Board of
      Directors.




(g)  In
      case
      of absence or disability of the treasurer, the assistant treasurers, in the
      order designated by the chief executive officer, shall perform the duties of
      treasurer.




4.7  Chief
      Operating Officer .
      The
      Board of Directors shall designate the authority and duties of the chief
      operating officer at the time of appointment and such authority and duties
      may
      change or limit the authority and duties of all other officers, except for
      the
      chief executive officer.




4.8  Chief
      Financial Officer .
      The
      Board of Directors shall designate the authority and duties of the chief
      financial officer at the time of appointment and such authority and duties
      may
      change or limit the authority and duties of all other officers, except for
      the
      chief executive officer.




4.9  Subordinate
      Officers and Agents .
      The
      Board of Directors may from time to time appoint such other officers and agents
      as it may deem necessary or advisable, to hold office for such period, have
      such
      authority and perform such duties as the Board of Directors may from time to
      time determine. The Board of Directors may delegate to any officer or agent
      the
      power to appoint any such subordinate officers or agents and to prescribe their
      respective terms of office, authorities and duties, except as such power may
      be
      otherwise defined or restricted by the Board of Directors.




4.10  Compensation .
      The
      compensation of the officers of the Corporation, including, without limitation,
      salary, equity incentives, and bonuses, shall be fixed from time to time by
      the
      Board of Directors, or a duly authorized committee thereof, pursuant to budgets
      setting forth such salaries. No officer shall be prevented from receiving such
      salary by reason of the fact that such person is also a director of the
      Corporation.




**ARTICLE
      V.**




**CORPORATE
      SEAL**




The
      corporate seal of the Corporation shall be a round, metal disc with the words
      “Enigma Software Group, Inc.” around the outer margin thereof, and the words
“Incorporated March __, 2005”, in the center thereof, so mounted that it may be
      used to impress words in raised letters upon paper.




9


**ARTICLE
      VI.**




**INDEMNIFICATION**




6.1  Indemnification .




(a)  The
      Corporation shall, to the fullest extent permitted by the provisions of Section
      145 of the DGCL, indemnify each person who is or was a director, officer,
      manager or employee of the Corporation, or of any other corporation,
      partnership, joint venture, limited liability company, trust or other enterprise
      which he is serving or served in any capacity at the request of the Corporation,
      from and against any and all, liability and reasonable expense, as and when
      incurred, that may be incurred by him in connection with or resulting from
      any
      claim, actions, suit or proceeding (whether actual or threatened, brought by
      or
      in the right of the Corporation or such other corporation, partnership, joint
      venture, limited liability company, trust or other enterprise, or otherwise,
      civil, criminal, administrative, investigative, or in connection with an appeal
      relating thereto), in which he may become involved, as a party or otherwise,
      by
      reason of his being or having been a director, officer, manager or employee
      of
      the Corporation or of such other corporation, partnership, joint venture,
      limited liability company, trust or other enterprise or by reason of any past
      or
      future action taken or not taken in his capacity as such director, officer,
      manager or employee, whether or not he continues to be such at the time such
      liability or expense is incurred, to the fullest extent permitted by the DGCL
      as
      the same now exists or may hereafter be amended (but in the case of any such
      amendment only to the extent that such amendment permits the Corporation to
      provide broader indemnification rights than the DGCL permitted the Corporation
      to provide prior to such amendment).




(b)  Any
      indemnification pursuant to this Article VI shall be (unless ordered by a court)
      paid by the Corporation within sixty (60) days of such request, unless the
      Corporation shall have determined by (a) the Board of Directors, acting by
      a
      quorum consisting of directors who are not parties to or who have been wholly
      successful with respect to such claim, action, suit or proceeding, (b) outside
      legal counsel engaged by the Corporation (who may be regular counsel of the
      Corporation) and who delivers to the Corporation its written opinion, or (c)
      a
      court of competent jurisdiction, that indemnification is not proper under the
      circumstances because such person has not met the necessary standard of conduct
      in accordance with DGCL; provided , however ,
      that
      following a Change in Control of the Corporation, with respect to all matters
      thereafter arising out of acts, omissions or events prior to the Change in
      Control of the Corporation concerning the rights of any person seeking
      indemnification hereunder, such determination shall be made by special
      independent counsel selected by such person and approved by the Corporation
      (which approval shall not be unreasonably withheld), which counsel has not
      otherwise performed services (other than in connection with similar matters)
      within the five years preceding its engagement to render such opinion for such
      person or for the Corporation or any affiliates (as such term is defined in
      Rule
      405 under the Securities Act of 1933, as amended) of the Corporation (whether
      or
      not they were affiliates when services were so performed) (“Independent
      Counsel”). Unless such person has theretofore selected Independent Counsel
      pursuant to this Article VI, Section 6.1 and such Independent Counsel has been
      approved by the Corporation, legal counsel approved by a resolution or
      resolutions of the Board of Directors prior to a Change in Control of the
      Corporation shall be deemed to have been approved by the Corporation as
      required. Such Independent Counsel shall determine as promptly as practicable
      whether and to what extent such person would be permitted to be indemnified
      under applicable law and shall render its written opinion to the Corporation
      and
      such person to such effect; provided that such independent counsel shall find
      that the standard for indemnification has been met by such person unless
      indemnification is clearly precluded under these bylaws or the DGCL. The
      Corporation agrees to pay the reasonable fees of the Independent Counsel
      referred to above and to fully indemnify such Independent Counsel against any
      and all expenses, claims, liabilities and damages arising out of or relating
      to
      this Article VI or its engagement pursuant hereto.




10


(c)  For
      purposes of this Article VI, a “Change in Control of the Corporation” shall be
      deemed to have occurred upon the first to occur of the following
      events:




(i)  any
      “person,” as such term is used in Sections 13 (d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) (other than the
      Corporation, any trustee or other fiduciary holding securities under an employee
      benefit plan of the Corporation or any subsidiary of the Corporation, or any
      corporation owned, directly or indirectly, by the stockholders of the
      Corporation in substantially the same proportions as their ownership of stock
      of
      the Corporation), is or becomes the “beneficial owner” (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly, of securities of the
      Corporation representing 30 percent or more of the combined voting power of
      the
      Corporation’s then outstanding securities;




(ii)  at
      any
      time during any period of two consecutive years, individuals, who at the
      beginning of such period constitute the Board of Directors, and any new director
      (other than a director designated by a person who has entered into an agreement
      with the Corporation to effect a transaction described in subsection (i), (iii)
      or (iv) of this Section 6.1(c)) whose election by the Board of Directors or
      nomination for election by the Corporation’s stockholders was approved by a vote
      of at least two-thirds (2/3) of the directors at the beginning of the period
      or
      whose election or nomination for election was previously so approved cease
      for
      any reason to constitute at least a majority thereof;




(iii)  the
      stockholders of the Corporation approve a merger or consolidation of the
      Corporation with any other corporation, other than (1) a merger or consolidation
      which would result in the voting securities of the Corporation outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) more than 50 percent of the combined voting power of the voting
      securities of the Corporation or such surviving entity outstanding immediately
      after such merger or consolidation or (2) a merger or consolidation effected
      to
      implement a recapitalization of the Corporation (or similar transaction) in
      which no person acquires 50 percent or more of the combined voting power of
      the
      Corporation’s then outstanding securities; or




(iv)  the
      stockholders of the Corporation approve a plan of complete liquidation of the
      Corporation or an agreement for the sale or disposition by the Corporation
      of
      all or substantially all of the Corporation’s assets.




11


6.2  Expenses .
      Expenses, including reasonable attorneys’ fees, incurred by a person referred to
      in Section 6.1 of this Article VI in defending, investigating or otherwise
      being
      involved in a proceeding shall be paid by the Corporation in advance of the
      final disposition of such proceeding, including any appeal therefrom, upon
      receipt of an undertaking (the “Undertaking”) by or on behalf of such person to
      repay such amount if it shall ultimately be determined that he or she is not
      entitled to be indemnified by the Corporation.




6.3  Right
      of Claimant to Bring Suit .
      If a
      claim for indemnification is not paid in full by the Corporation within sixty
      (60) days after a written claim has been received by the Corporation or if
      expenses pursuant to Section 6.3 hereof have not been advanced within ten (10)
      days after a written request for such advancement accompanied by the Undertaking
      has been received by the Corporation, the claimant may at any time thereafter
      bring suit against the Corporation to recover the unpaid amount of the claim
      or
      the advancement of expenses. (If the claimant is successful, in whole or in
      part, in such suit or any other suit to enforce a right for expenses or
      indemnification against the Corporation or any other party under any other
      agreement, such claimant shall also be entitled to be paid the reasonable
      expense of prosecuting such claim.) It shall be a defense to any such action
      (other than an action brought to enforce a claim for expenses incurred in
      defending any proceeding in advance of its final disposition where the required
      Undertaking has been tendered to the Corporation) that the claimant has not
      met
      the standards of conduct which make it permissible under the DGCL for the
      Corporation to indemnify the claimant for the amount claimed. After a Change
      in
      Control, the burden of proving such defense shall be on the Corporation, and
      any
      determination by the Corporation (including its Board of Directors, independent
      legal counsel or its stockholders) that the claimant had not met the applicable
      standard of conduct required under the DGCL shall not be a defense to the action
      nor create a presumption that claimant had not met such applicable standard
      of
      conduct.




6.4  Non-Exclusivity
      of Rights .
      The
      rights conferred on any person by this article shall not be exclusive of any
      other right which such person may have or hereafter acquire under any statute,
      provision of the Certificate of Incorporation, these bylaws, agreement, vote
      of
      stockholders or disinterested directors or otherwise. The Board of Directors
      shall have the authority, by resolution, to provide for such other
      indemnification of directors, officers, employees or agents as it shall deem
      appropriate.




6.5  Insurance .
      The
      Corporation may purchase and maintain insurance to protect itself and any
      director, officer, employee or agent of the Corporation or another corporation,
      partnership, joint venture, limited liability company, trust or other enterprise
      against any expenses, liabilities or losses, whether or not the Corporation
      would have the power to indemnify such person against such expenses, liabilities
      or losses under the DGCL.




6.6  Enforceability .
      The
      provisions of this Article VI shall be applicable to all proceedings commenced
      after its adoption, whether such arise out of events, acts, omissions or
      circumstances which occurred or existed prior or subsequent to such adoption,
      and shall continue as to a person who has ceased to be a director or officer
      and
      shall inure to the benefit of the heirs, executors and administrators of such
      person. This Article VI shall be deemed to grant each person who, at any time
      that this Article VI is in effect, serves or agrees to serve in any capacity
      which entitles him to indemnification hereunder rights against the Corporation
      to enforce the provisions of this Article VI, and any repeal or other
      modification of this Article VI or any repeal or modification of the DGCL or
      any
      other applicable law shall not limit any rights of indemnification then existing
      or arising out of events, acts, omissions, circumstances occurring or existing
      prior to such repeal or modification, including, without limitation, the right
      to indemnification for proceedings commenced after such repeal or modification
      to enforce this article with regard to acts, omissions, events or circumstances
      occurring or existing prior to such repeal or modification.




12


6.7  Severability .
      If this
      Article VI or any portion hereof shall invalidated on any ground by any court
      of
      competent jurisdiction, then the Corporation shall nevertheless indemnify each
      director and officer of the Corporation as to costs, charges and expenses
      (including attorneys’ fees), judgments, fines and amounts paid in settlement
      with respect to any proceeding, whether civil, criminal, administrative or
      investigative, including an action by or in the right of the Corporation, to
      the
      full extent permitted by any applicable portion of this Article VI that shall
      not have been invalidated and to the full extent permitted by applicable
      law.




6.8  Other
      Indemnification .
      The
      Corporation's obligation, if any, to indemnify any person who was or is serving
      at its request as a director, officer, manager or employee of any other
      corporation, partnership, joint venture, limited liability company, trust or
      other enterprise shall be reduced by any amount such person may collect from
      such other corporation, partnership, joint venture, limited liability company,
      trust or other enterprise by way of indemnification or
      insurance.




**ARTICLE
      VII.**




**AMENDMENTS**




7.1  By
      Shareholders .
      These
      bylaws may be amended at any meeting of shareholders by vote of the shareholders
      holding a majority of the outstanding stock entitled to vote, present either
      in
      person or by proxy, provided notice of the amendment is included in the notice
      or waiver of notice of such meeting.




7.2  By
      Directors .
      The
      Board of Directors may from time to time by the vote of a majority of the
      directors then in office make, adopt, amend, supplement or repeal bylaws
      (including bylaws adopted by the shareholders of the Corporation), but the
      shareholders of the Corporation may from time to time specify provisions of
      the
      bylaws that may not be amended or repealed by the Board of
      Directors.




**ARTICLE
      VIII.**




**MISCELLANEOUS**




8.1  Waiver
      of Notice of Meetings of Stockholders, Directors and Committees .
      Any
      written waiver of notice, signed by the person entitled to notice, whether
      before or after the time stated therein, shall be deemed equivalent to notice.
      Attendance of a person at a meeting shall constitute a waiver of notice of
      such
      meeting, except when the person attends a meeting for the express purpose of
      objecting, at the beginning of the meeting, to the transaction of any business
      because the meeting is not lawfully called or convened. Neither the business
      to
      be transacted at nor the purpose of any meeting of the stockholders, directors,
      or members of a committee of directors need be specified in any written waiver
      of notice.




13


8.2  Interested
      Directors; Quorum .
      No
      contract or transaction between the Corporation and one (1) or more of its
      directors or officers, or between the Corporation and any other Entity in which
      one (1) or more of its directors or officers, are directors or officers, or
      have
      a financial interest, shall be void or voidable solely for this reason, or
      solely because the director or officer is present at or participates in the
      meeting of the Board of Directors or committee thereof which authorizes the
      contract or transaction, or solely because his, her or their votes are counted
      for such purpose, if: (i) the material facts as to his or her relationship
      or
      interest and as to the contract or transaction are disclosed or are known to
      the
      Board of Directors or the committee, and the Board of Directors or committee
      in
      good faith authorizes the contract or transaction by the affirmative votes
      of a
      majority of the disinterested directors, even though the disinterested directors
      be less than a quorum; or (ii) the material facts as to his or her relationship
      or interest and as to the contract or transaction are disclosed or are known
      to
      the stockholders entitled to vote thereon, and the contract or transaction
      is
      specifically approved in good faith by vote of the stockholders; or (iii) the
      contract or transaction is fair as to the Corporation as of the time it is
      authorized, approved or ratified, by the Board of Directors, a committee
      thereof, or the stockholders. Common or interested directors may be counted
      in
      determining the presence of a quorum at a meeting of the Board of Directors
      or
      of a committee which authorizes the contract or transaction.




8.3  Fixing
      Date for Determination of Stockholders of Record .
      In
      order that the Corporation may determine the stockholders entitled (i) to notice
      of or to vote at any meeting of stockholders or any adjournment thereof, (ii)
      to
      express consent to corporate action in writing without a meeting, (iii) to
      receive payment of any dividend or other distribution or allotment of any
      rights, (iv) to exercise any rights in respect of any change, conversion or
      exchange of stock, or for the purpose of any other lawful action, the Board
      of
      Directors may fix a record date, which record date shall not precede the date
      upon which the resolution fixing the record date is adopted by the Board of
      Directors and which record date: (i) in the case of determination of
      stockholders entitled to vote at any meeting of stockholders or adjournment
      thereof, shall, unless otherwise required by law, not be more than 60 nor less
      than 10 days before the date of such meeting; (ii) in the case of determination
      of stockholders entitled to express consent to corporate action in writing
      without a meeting, shall not be more than 10 days from the date upon which
      the
      resolution fixing the record date is adopted by the Board of Directors; and
      (iii) in the case of any other action, shall not be more than 60 days prior
      to
      such other action. If no record date is fixed: (i) the record date for
      determining stockholders entitled to notice of or to vote at a meeting of
      stockholders shall be at the close of business on the day next preceding the
      day
      on which notice is given, or, if notice is waived, at the close of business
      on
      the day next preceding the day on which the meeting is held; (ii) the record
      date for determining stockholders entitled to express consent to corporate
      action in writing without a meeting when no prior action of the Board of
      Directors is required by law, shall be the first date on which a signed written
      consent setting forth the action taken or proposed to be taken is delivered
      to
      the Corporation in accordance with applicable law, or, if prior action by the
      Board of Directors is required by law, shall be at the close of business on
      the
      day on which the Board of Directors adopts the resolution taking such prior
      action; and (iii) the record date for determining stockholders for any other
      purpose shall be at the close of business on the day on which the Board of
      Directors adopts the resolution relating thereto. A determination of
      stockholders of record entitled to notice of to vote at a meeting of
      stockholders shall apply to any adjournment of the meeting; provided , however ,
      that
      the Board of Directors may fix a new record date for the adjourned
      meeting.




14


8.4  List
      of Stockholders Entitled to Vote .




(a)  The
      Secretary shall prepare and make, at least 10 days before every meeting of
      stockholders, a complete list of the stockholders entitled to vote at the
      meeting, arranged in alphabetical order, and showing the address of each
      stockholder and the number of shares registered in the name of each stockholder.
      Such list shall be open to the examination of any stockholder, for any purpose
      germane to the meeting, during ordinary business hours, for a period of at
      least
      10 days prior to the meeting, either at the offices of the Corporation or a
      place within the city where the meeting is to be held, which place shall be
      specified in the notice of the meeting, if not so specified, at offices of
      the
      Corporation. The list shall also be produced and kept at the time and place
      of
      the meeting during the whole time thereof and may be inspected by any
      stockholder who is present.




(b)  The
      stock
      ledger shall be the only evidence as to who are the stockholders entitled to
      examine the stock ledger, the list of stockholders or the books of the
      Corporation, or to vote in person or by proxy at any meeting of
      stockholders.




15


CERTIFICATION




I
      hereby
      certify that these bylaws were adopted by the Board of Directors on March 29,
      2005.




/s/
      Elio Forcina __________________


Name:  Elio
      Forcina


Title:  Corporate
      Secretary









16