Exhibit No. 2
Form 10-KSB
Aphrodite Software Corporation

                             BYLAWS

                                OF

                    APHRODITE SOFTWARE CORPORATION


                              ARTICLE I
                                OFFICES

     The registered office of Aphrodite Software Corporation
(the "Corporation") in the State of Nevada shall be at One
East First Street, Reno, Nevada and its registered agent at
such address shall be The Corporation Trust Company of
Nevada.

                              ARTICLE 11
                               SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 2nd Tuesday of the month of
March or such other day and month in each year as shall be
designated by the board of directors (unless that day is a legal
holiday, and then on the next succeeding day that is not a legal
holiday), beginning with the year 1999, at the hour of 10:00
a.m., for the purpose of electing directors and for the
transaction of such other business as may come before the
meeting. If the election of directors shall not be held on the
day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders.

     Section 2. Special Meeting.  Special meetings of the
shareholders, for any purpose or purposes, may be called by the
President, Chairman of the Board, the board of directors, or by
any director, and shall be called by the President at the
request of the holders of not less than one-tenth of all the
outstanding shares of the Corporation entitled to vote at the
meeting.

     Section 3. Place of Meeting. The place of meeting for
all annual meetings or for all special meetings shall be at
the Corporation's registered office, unless the board of
directors designates another place, either within or without
the State of Utah, or the United States of America.

     Section 4. Notice of Meeting. Written or printed notice
stating the place, day, and hour of the meeting, and, in case of
a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or
by mail, by or at the direction of the President, the secretary,
or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed delivered when deposited in
the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.

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     Section 5. Quorum. A majority of the outstanding shares of
the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares is represented
at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Shares shall not be counted to make up a quorum for a meeting if
voting of them at the meeting has been enjoined or for any
reason they cannot be lawfully voted at the meeting.

     Section 6. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall
be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.

     Section 7. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders. If a quorum is
present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject
shall be the act of the shareholders, unless the vote of a
greater number or voting by class is required by the Nevada
Revised Statutes or the Articles of Incorporation.

     Section 8. Fixing Record Date for Meeting. The stock
transfer books of the Corporation shall not be closed for the
purpose of determining shareholders entitled to notice of or to
vote at a meeting of the shareholders but, in lieu thereof, the
date on which notice is given in accordance with Section 4 above
shall be the record date for those purposes. Such date shall not
be more than fifty nor less than ten days before the date of the
meeting. When a determination of shareholders entitled to vote
at any meeting of shareholders has been made under this section,
such determination shall apply to any adjournment thereof.

     Section 9. Voting List. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall
make, at least ten days before each meeting of shareholders a
complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by
each, which list, for a period of ten days prior to the meeting,
shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original
stock transfer books shall be prima facie evidence as to who are
the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders.

     Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such
meeting.

     Section  10.  Informal  Action by Shareholders.  Any  action
required  to  be taken at a meeting of the shareholders,  or  any
other action which may be taken at a meeting of the shareholders,
may  be  taken without a meeting if a consent in writing, setting
forth the action so

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taken,  shall  be signed by all of the shareholders  entitled  to
vote with respect to the subject matter thereof.


                              ARTICLE III
                         BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors. The
Board of Directors shall determine matters of corporate policy
and perform such duties as are required of it, by law.

     Section 2. Consideration for Shares. Shares may be issued
for such consideration expressed in dollars, not less than the
par value thereof, as shall be fixed from time to time by the
Board of Directors.

     The consideration for the issuance of shares may be paid,
in whole or in part, in money, promissory notes, or other
property, tangible or intangible, or in labor or services
actually performed or to be performed for the Corporation.

     In the absence of fraud in the transaction, judgment of the
Board of Directors as to the value of the consideration received
for shares shall be conclusive.

     Section 3. Number Tenure, and Qualifications. The number of
directors of the Corporation shall be three (3). Each director
shall hold office until the next annual meeting of shareholders
and until his successor shall have been elected. Directors need
not be residents of the State of Utah, citizens of the United
States, nor shareholders of the Corporation.

     Section 4. Regular Meeting. A regular meeting of the Board
of Directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors shall provide, by
resolution, the time and place for the holding of regular
meetings, either within or without the State of Nevada, without
other notice than such resolution.

     Section 5. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of
Nevada, as the place for the holding of any special meeting of
the Board of Directors called by them.

     Section 6. Notice. Notice of any special meeting shall be
given at least ten (10) days previously thereto by written
notice delivered personally or mailed to each director at his
business address or by telegram. If mailed, notice shall be
deemed to be delivered when placed in the United States mail
or, if telegraphed the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the

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purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice
of such meeting.

     Section 7. Quorum. A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.

     Section 8. Manner of Acting; Minutes. The act of the
majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors. Minutes
of the proceedings of Board of Directors' meetings shall be
prepared and shall be made available to shareholders.

     Section 9. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board
of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office and
shall serve until his successor is duly chosen and qualified.
Any directorship to be filled by reason of an increase in the
number of directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that
purpose, unless at such a meeting the shareholders delegate the
filling of such vacancy to the Board of Directors.

     Section 10. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person
acting as Secretary of the meeting before the adjournment
thereof or shall forward such dissent to the Secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.

     Section 11. Informal Action by Directors. Any action
required to be taken at a meeting of the directors, or any
action which may be taken at a meeting of the directors, may be
taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all the directors.
                              ARTICLE IV
                               OFFICERS

     Section 1. Number. The officers of the Corporation shall be
a President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors. Any person may hold two or
more offices except that the President shall not also be the
Secretary.

     Section 2. Election and Term of Office. The officers of
the Corporation to be elected by the Board of Directors shall
be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual
meeting of the shareholders. Each officer shall hold office
until his successor shall have been duly elected or until his
death or until he shall resign or shall have been removed in
the manner hereinafter provided.

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     Section 3. Removal. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board
of Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person
so removed.

     Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification, or otherwise,
may be filled by the Board of Directors for the unexpired
portion of the term.

     Section 5. President. The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and
control all of the business and affairs of the Corporation. The
President shall have power to assign work, hire and discharge
employees, determine the compensation of employees, purchase
supplies, allocate vacation periods, grant leaves to employees,
collect outstanding accounts, borrow money in the ordinary
course of business, and to do all acts necessary to the conduct
of the business of the Corporation. He shall, when present,
preside at all meetings of the shareholders and of the Board of
Directors. He may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any
deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall
perform all duties as may be prescribed by the Board of
Directors from time to time.

     Section 6. Secretary. The
     Secretary shall:

          (a)  keep the minutes of the shareholders' and of
     the Board of Directors' meetings in one or more books
     provided for that purpose;

          (b)  see that all notices are duly given in
     accordance with the provisions of these Bylaws or as
     required by law;

          (c)  be custodian of the corporate records and of the
     seal of the Corporation and see that the seal of the
     Corporation is affixed to all documents the execution of
     which on behalf of the Corporation under its seal is duly
     authorized;

          (d) keep a register of the post office address of
     each shareholder which shall be furnished to the Secretary
     by such shareholder;

          (e)  sign with the President certificates for
     shares of the Corporation, the issuance of which shall
     have been authorized by resolution of the Board of
     Directors;

          (f)  have general charge of the stock record books of the
               Corporation; and

          (g)  in general perform all duties incident to the office of
               Secretary and such other duties as from time to time may be
               assigned to him by the President or the Board of Directors.

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     Section 7. Treasurer. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall
have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for
monies due and payable to the Corporation from any source
whatsoever,. and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of
Article V of these Bylaws.

     Section 9. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.

                              ARTICLE V
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     Section 1. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances.

     Section 2. Loans. No loan shall be contracted on behalf
of the Corporation and no evidence of indebtedness shall be
issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or
confined to specific instances.

     Section 3. Checks, Drafts, etc. 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 by such officer or officers, agent or agents, of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

     Section 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies, or
other depositories as the Board of Directors may select.

                              ARTICLE VI
               CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. Certification for Shares. Certificates
representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors-. Such
certificates shall be signed by the President or Vice President
and by the Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be
entered on the stock record books of the Corporation. All
certificates surrendered to the Corporation for transfer, shall
be canceled and no new certificates shall be issued until the
former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost,
destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.

     Section 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock record books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority
to transfer, or by his attorney

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thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender
for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for
all purposes.

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                              ARTICLE VII
                                    ACCOUNTING

    Full and accurate books of account shall be kept in
accordance with good accounting practices. Such books of
account shall be available for inspection by any shareholder at
all reasonable times. All corporate purchases shall be made on
account and all accounts shall be paid by check. So far as
possible, no cash outlays shall be made.

     The fiscal year of the Corporation shall begin on the 1st
day of January and end on the 31st day of December in each
year.

                              ARTICLE VIII
                                 DIVIDENDS

    The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in
the manner and, upon the terms and conditions provided by law
and its articles of incorporation.

                              ARTICLE IX
                                    SEAL

    The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation, the state of incorporation
and the words "Corporate Seal."

                              ARTICLE X
                          WAIVER OF NOTICE

    Whenever any notice is required to be given to any
shareholder or director of the Corporation under the provisions
of these Bylaws or under the provisions of the articles of
incorporation, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice.

                              ARTICLE XI
                                 AMENDMENTS

     These Bylaws may be amended or repealed by the Board of
Directors at any meeting or by the shareholders at any meeting.

     DATED this ___day of November, 1999.


ATTEST                        APHRODITE SOFTWARE CORPORATION.


By__________________________________  By_____________________________________
  Jared  Southwick,  Secretary          Kent  N.  Dixon, President

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STATE OF UTAH            )
                         : ss.
COUNTY OF SALT LAKE      )

      SUBSCRIBED, SWORN TO AND ADKNOWLEDGED before me by Kent  N.
Dixon, in his capacity as president, and Jared Southwick, in  his
capacity   as  secretary,  respectively,  of  Aphrodite  Software
Corporation, this ______ day of ___________, 1999.



                                   ___________________________________
                                   NOTARY PUBLIC

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