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EXHIBIT 3.3.2


                                   CHARTER OF
                           THE COMPENSATION COMMITTEE
                           OF THE BOARD OF DIRECTORS
                        OF CYBER PUBLIC RELATIONS, INC.

         1. COMMITTEE COMPOSITION. The Compensation Committee (the "Committee")
of the Board of Directors (the "Board") of Cyber Public Relations, Inc., a
Florida corporation (the "Company"), will be comprised of at least two members
of the Board who are not employees of the Company. The members of the Committee,
including the Committee Chairman, will be annually appointed by and serve at the
discretion of the Board.

         2. FUNCTIONS AND AUTHORITY. The operation of the Committee will be
subject to the Articles of Incorporation of the Company and applicable Florida
laws and any other applicable laws, rules or regulations, as in effect from time
to time. The Committee will have the full power and authority to carry out the
following responsibilities:

                  (a) To recommend the salaries, bonuses and incentives, and all
cash, equity and other forms of compensation (the "total compensation") paid to
the members of the management of the Company as may be required under Florida
law, and advise and consult with the Chief Executive Officer regarding the
compensation scheme for all executive officers.

                  (b) To advise and consult with management to establish
policies, practices and procedures relating to the Company's employee stock,
option, cash bonus and incentive plans and employee benefit plans and, as may be
required under applicable law, and administer any such plans.

                  (c) To administer the Company's employee stock option plan and
perform the functions contemplated to be performed by the management with
respect to the Chief Executive Officer and all plan participants who may be
deemed "officers" for purposes of Section 16 of the Securities Exchange Act of
1934, as amended.

                  (d) To advise and consult with management regarding managerial
personnel policies and compensation schemes.

                  (e) To review and make recommendations to the full Board
concerning any fees and other forms of compensation paid to members of the Board
for Board and committee service.

                  (f) To exercise the authority of the Board concerning any
policies relating to the service by the members of management or executive
officers, as a director of any unrelated company, joint venture or other
enterprise.

                  (g) At the Committee's sole discretion, to review all
candidates for appointment to senior managerial or executive officer positions
with the Company and provide a recommendation to the Board.

                  (h) At the Committee's sole discretion, to annually or
periodically interview all officers who directly report to the Chief Executive
Officer.

                  (i) To administer the annual performance review of the Chief
Executive Officer which is to be completed by the full Board. The Committee
Chairman together with the Chairman of the Board shall review the results of the
performance evaluation with the Chief Executive Officer.

                  (j) To perform such other functions and have such other powers
as may be necessary or convenient in the efficient discharge of the foregoing
responsibilities and as may be delegated by the Board from time to time.

                  (k) To regularly report to the Board the activities of the
Committee, or whenever it is called upon to do so.


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         3. MEETINGS. The Committee will hold regular meetings each year as the
Committee may deem appropriate. The Chief Executive Officer and Chairman of the
Board, and any other invited employees and outside advisers, may attend any
meeting of the Committee, except for portions of the meetings where his or their
presence would be inappropriate, as determined by the Committee Chairman.

         4. MINUTES AND REPORTS. The Committee will keep minutes of each meeting
and will distribute the minutes to each member of the Committee, and to members
of the Board who are not members of the Committee and the Secretary of the
Company. The Committee Chairman will report to the Board the activities of the
Committee at the Board meetings or whenever so requested by the Board.

                                   By Order of the Board of Directors,



                                   By /s/ Steven D. Rosenthal
                                      -----------------------------------
                                      Steven D. Rosenthal, President


Dated January 29, 2004.




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