BYLAWS

                                OF

                      UTOPIA MARKETING, INC.

               ARTICLE I.  MEETINGS OF SHAREHOLDERS

          Section 1.  Annual Meeting.  The annual meeting of the
shareholders of the Corporation for the election of directors and
the transaction of other business shall be held during the month of
April each year and on the date and at the time and place that the
board of directors determines.  If any annual meeting is not held,
by oversight or otherwise, a special meeting shall be held as soon
as practical, and any business transacted or election held at that
meeting shall be as valid as if transacted or held at the annual
meeting.

          Section 2.  Special Meetings.  Special meetings of the
shareholders for any purpose shall be held when called by the
president or the board of directors, or when demanded in writing by
the holders of not less than ten percent (unless a greater
percentage not to exceed fifty percent is required by the articles
of incorporation) of all the shares entitled to vote at the
meeting.  Such demand must be delivered to the Corporation's
secretary.  A meeting demanded by shareholders shall be called for
a date not less than ten nor more than sixty days after the request
is made, unless the shareholders requesting the meeting designate
a later date.  The secretary shall issue the call for the meeting,
unless the president, the board of directors, or shareholders
requesting the meeting designate another person to do so.  The
shareholders at a special meeting may transact only business that
is related to the purposes stated in the notice of the special
meeting.

          Section 3.  Place.  Meetings of shareholders may be held
either within or outside the State of Florida.

          Section 4.  Notice.  A written notice of each meeting of
shareholders, stating the place, day, and time of the meeting and,
in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered to each shareholder of
record entitled to vote at the meeting, not less than ten nor more
than sixty days before the date set for the meeting, either
personally or by first-class mail, by or at the direction of the
president, the secretary, or the officer or other persons calling
the meeting.  If mailed, the notice shall be considered delivered
when it is deposited in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the
records of the Corporation.

          Section 5.  Waivers of Notice.  Whenever any notice is
required to be given to any shareholder of the Corporation under
these bylaws, the articles of incorporation, or the Florida
Business Corporation Act, a written waiver of notice, signed
anytime by the person entitled to notice shall be equivalent to
giving notice.  Attendance by a shareholder entitled to vote at a
meeting, in person or by proxy, shall constitute a waiver of
(a) notice of the meeting, except when the shareholder attends a
meeting solely for the purpose, expressed at the beginning of the
meeting, of objecting to the transaction of any business because
the meeting is not lawfully called or convened, and (b) an


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objection to consideration of a particular matter at the meeting
that is not within the purpose of the meeting unless the sharehold-
ers object to considering the matter when it is presented.

          Section 6.  Record Date.  For the purpose of determining
the shareholders for any purpose, the board of directors may either
require the stock transfer books to be closed for up to seventy
days or fix a record date, which shall be not more than seventy
days before the date on which the action requiring the determina-
tion is to be taken.  However, a record date shall not precede the
date upon which the resolution fixing the record date is adopted. 
If the transfer books are not closed and no record date is set by
the board of directors, the record date shall be determined as
follows:  For determining shareholders entitled to demand a special
meeting, the record date is the date the first such demand is
delivered to the Corporation; For determining shareholders entitled
to a share dividend, the record date is the date the board of
directors authorizes the dividend;  If no prior action is required
by the board of directors pursuant to the Florida Business
Corporation Act, the record date for determining shareholders
entitled to take action without a meeting is the date the first
signed written consent is delivered to the Corporation; If prior
action is required by the board of directors pursuant to the
Florida Business Corporation Act, the record date for determining
shareholders entitled to take action without a meeting is at the
close of business on the day that the board of directors adopts a
resolution taking such prior action; and For determining sharehold-
ers entitled to notice of and to vote at an annual or special
shareholders meeting the record date is as of the close of business
on the day before the first notice is delivered to the sharehold-
ers.  When a determination of the shareholders entitled to vote at
any meeting has been made, that determination shall apply to any
adjournment of the meeting, unless the board of directors fixes a
new record date.  The board of directors shall fix a new record
date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.  

          Section 7.  Shareholder's List for Meeting.  A complete
alphabetical list of the names of the shareholders entitled to
receive notice of and to vote at the meeting shall be prepared by
the secretary or other authorized agent having charge of the stock
transfer book.  The list shall be arranged by voting group and
include each shareholder's address, and the number, series, and
class of shares held.  The list must be made available at least ten
days before and throughout each meeting of shareholders, or such
shorter time as exists between the record date and the meeting. 
The list must be made available at the Corporation's principal
office, registered agent's office, transfer agent's office or at a
place identified in the meeting notice in the city where the
meeting will be held.  Any shareholder, his agent or attorney, upon
written demand and at his own expense may inspect the list during
regular business hours.  The list shall be available at the meeting
and any shareholder, his agent or attorney is entitled to inspect
the list at any time during the meeting or its adjournment.

          If the requirements of this section have not been
substantially complied with, the meeting, on the demand of any
shareholder in person or by proxy, shall be adjourned until the
requirements of this section are met.  If no demand for adjournment
is made, failure to comply with the requirements of this section


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does not affect the validity of any action taken at the meeting.

          Section 8.  Shareholder Quorum and Voting.  A majority of
the shares entitled to vote, represented in person (whether by
conference or telephone) or by proxy, constitutes a quorum at a
meeting of shareholders.  If a quorum is present, the affirmative
vote of a majority of the shares entitled to vote on the matter is
the act of the shareholders unless otherwise provided by law.  A
shareholder may vote either in person or by proxy executed in
writing by the shareholder or his duly authorized attorney-in-fact. 
After a quorum has been established at a shareholders' meeting, a
withdrawal of shareholders that reduces the number of shareholders
entitled to vote at the meeting below the number required for a
quorum does not affect the validity of an adjournment of the
meeting or an action taken at the meeting prior to the sharehold
ers' withdrawal.  Presence at a meeting for the purposes of
determining a quorum and voting may be in person (which shall
include presence by electronic means such as video conferencing,
telephone or any other electronic media wherein all shareholders
participating may simultaneously hear each other) or by proxy.

          Authorized but unissued shares including those redeemed
or otherwise reacquired by the corporation, and shares of stock of
this Corporation owned by another corporation the majority of the
voting stock of which is owned or controlled by this Corporation,
directly or indirectly, at any meeting shall not be counted in
determining the total number of outstanding shares at any time. 
The chairman of the board, the president, any vice president, the
secretary, and the treasurer of a corporate shareholder are
presumed to possess, in that order, authority to vote shares
standing in the name of a corporate shareholder, absent a bylaw or
other instrument of the corporate shareholder designating some
other officer, agent, or proxy to vote the shares.  Shares held by
an administrator, executor, guardian, or conservator may be voted
by him without a transfer of the shares into his name.  A trustee
may vote shares standing in his name, but no trustee may vote
shares that are not transferred into his name.  If he is authorized
to do so by an appropriate order of the court by which he was
appointed, a receiver may vote shares standing in his name or held
by or under his control, without transferring the shares into his
name.  A shareholder whose shares are pledged may vote the shares
until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee or his nominee shall be
entitled to vote the shares unless the instrument creating the
pledge provides otherwise.


                      ARTICLE II.  DIRECTORS

          Section 1.  Function.  The business of this Corporation
shall be managed and its corporate powers exercised by the board of
directors.

          Section 2.  Number.  The Corporation shall have four (4)
directors initially. The number of directors may be increased or
diminished from time to time by action of the board of directors or
shareholders, but no decrease shall have the effect of shortening
the term of any incumbent director, unless the shareholders remove
the director.


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          Section 3.  Qualification.  Each member of the board of
directors must be a natural person who is eighteen years of age or
older.  A director need not be a resident of Florida or a share-
holder of the Corporation.

          Section 4.  Election and Term.  The persons named in the
articles of incorporation as members of the initial board of
directors shall hold office until the first annual meeting of
shareholders and until their successors have been elected and
qualified or until their earlier resignation, removal from office,
or death.  At the first annual meeting of shareholders and at each
annual meeting thereafter the shareholders shall elect directors to
hold office until the next succeeding annual meeting.  Each
director shall hold office for the term for which he is elected and
until his successor is elected and qualifies or until his earlier
resignation, removal from office, or death.

          Section 5.  Compensation.  The board of directors has
authority to fix the compensation of the directors, as directors
and as officers.

          Section 6.  Duties of Directors.  A director shall
perform his duties as a director, including his duties as a member
of any committee of the board upon which he serves, in good faith,
in a manner he reasonably believes to be in the best interests of
the Corporation.

          Section 7.  Presumption of Assent.  A director of the
Corporation who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is
taken is presumed to have assented to the action unless he votes
against it or expressly abstains from voting on the action taken,
or, he objects at the beginning of the meeting to the holding of
the meeting or transacting specific business at the meeting.

          Section 8.  Vacancies.  Unless filled by the share-
holders, any vacancy occurring in the board of directors, including
any vacancy created because of an increase in the number of direc-
tors, may be filled by the affirmative vote of a majority of the
remaining directors, even if the number of remaining directors does
not constitute a quorum of the board of directors.  A director
elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.

          Section 9.  Removal or Resignation of Directors.  At a
meeting of shareholders called for that purpose, the shareholders,
by a vote of the holders of a majority of the shares entitled to
vote at an election of directors, may remove any director, or the
entire board of directors, with or without cause, and fill any
vacancy or vacancies created by the removal.

          A director may resign at any time by delivering written
notice to the board of directors or its chairman or the corpora-
tion.  A resignation is effective when the notice is delivered
unless the notice specifies later effective date.  If a resignation
is made effective at a later date, the board of directors may fill
the pending vacancy before the effective date if the board of
directors provided that the successor does not take office until
the effective date.


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          Section 10.  Quorum and Voting.  A majority of the board
of directors constitutes a quorum for the transaction of business. 
The act of the majority of the directors at a meeting at which a
quorum is present (whether by telephone or conference) is the act
of the board of directors.  Presence at a meeting for the purposes
of determining a quorum and voting shall be in person (which shall
include presence by electronic means such as video conferencing,
telephone or any other electronic media wherein all directors
participating may simultaneously hear each other). 

          Section 11.  Place of Meetings.  Regular and special
meetings by the board of directors may be held within or outside
the State of Florida.

          Section 12.  Regular Meetings.  A regular meeting of the
board of directors shall be held without notice, other than this
bylaw, immediately after and at the same place as the annual
meeting of shareholders.  The board of directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than the resolution.

          Section 13.  Special Meetings.  Special meetings of the
board of directors may be called by or at the request of the
president or any directors.

          Section 14.  Notice of Meetings.  Written notice of the
time and place of special meetings of the board of directors shall
be given to each director by either personal delivery or by first
class United States mail, telegram, or cablegram at least two days
before the meeting.  Notice of a meeting of the board of directors
need not be given to any director who signs a waiver of notice
either before or after the meeting.  Attendance of a director at a
meeting constitutes a waiver of notice of the meeting and all
objections to the time and place of the meeting, or the manner in
which it has been called or convened, except when the director
states, at the beginning of the meeting, or promptly upon arrival
at the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened.  Neither
the business to be transacted at, nor the purpose of, any regular
or special meeting of the board of directors need be specified in
the notice or waiver of notice of the meeting.

         A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the board of directors to
another time and place.  Notice of any adjourned meeting shall be
given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting
are announced at the time of the adjournment, to the other directors.


                      ARTICLE III.  OFFICERS

          Section 1.  Officers.  The officers of the Corporation
shall consist of a president  and may include a secretary, and a
treasurer, one or more vice presidents, one or more assistant
secretaries, and one or more assistant treasurers.  The officers
shall be elected initially by the board of directors at the
organizational meeting of board of directors and thereafter at the


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first meeting of the board following the annual meeting of the
shareholders in each year.  The board from time to time may elect
or appoint other officers, assistant officers, and agents, who
shall have the authority and perform the duties prescribed by the
board.  An elected or duly appointed officer may, in turn, appoint
one or more officers or assistant officers, unless the board of
directors disapproves or rejects the appointment.  All officers
shall hold office until their successors have been appointed and
have qualified or until their earlier resignation, removal from
office, or death.  One person may simultaneously hold any two or
more offices.  The failure to elect a president, secretary, or
treasurer shall not affect the existence of the Corporation.

          Section 2.  President.  The president, subject to the
directions of the board of directors, is responsible for the
general and active management of the business and affairs of the
Corporation, has the power to sign certificates of stock, bonds,
deeds, and contracts for the Corporation, and shall preside at all
meetings of the shareholders.

          Section 3.  Vice Presidents.  Each vice president has the
power to sign bonds, deeds, and contracts for the Corporation and
shall have the other powers and perform the other duties prescribed
by the board of directors or the president.  Unless the board
otherwise provides, if the president is absent or unable to act,
the vice president who has served in that capacity for the longest
time and who is present and able to act shall perform all the
duties and may exercise any of the powers of the president.  Any
vice president may sign, with the secretary or assistant secretary,
certificates for stock of the Corporation.

          Section 4.  Secretary.  The secretary shall have the
power to sign contracts and other instruments for the Corporation
and shall (a) keep the minutes of the proceedings of the sharehold-
ers and the board of directors 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) maintain custody of the corporate records and the corporate
seal, attest the signatures of officers who execute documents on
behalf of the Corporation, authenticate records of the Corporation,
and assure that the seal is affixed to all documents of which
execution on behalf of the Corporation under its seal is duly
authorized, (d) keep a register of the post office address of each
shareholder that shall be furnished to the secretary by the
shareholder, (e) sign with the president, or a vice president,
certificates for shares of stock of the Corporation, the issuance
of which have been authorized by resolution of the board of
directors, (f) have general charge of the stock transfer books of
the Corporation, and (g) in general perform all duties incident to
the office of secretary and other duties as from time to time may
be prescribed by the president or the board of directors.

          Section 5.  Treasurer.  The treasurer shall (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation, (b) receive and give receipts for
monies due and payable to the Corporation from any source whatsoev-
er, and deposit monies in the name of the Corporation in the banks,
trust companies, or other depositaries as shall be selected by the
board of directors, and (c) in general perform all the duties
incident to the office of treasurer and other duties as from time
to time may be assigned to him by the president or the board of


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directors.  If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his duties in the
sum and with the surety or sureties that the board of directors
determines.

          Section 6.  Removal of Officers.  An officer or agent
elected or appointed by the board of directors or appointed by
another officer may be removed by the board whenever in its
judgment the removal of the officer or agent will serve the best
interests of the Corporation.  Any officer or assistant officer, if
appointed by another officer, may likewise be removed by such
officer.  Removal shall be without prejudice to any contract rights
of the person removed.  The appointment of any person as an
officer, agent, or employee of the Corporation does not create any
contract rights.  The board of directors may fill a vacancy,
however occurring, in any office.

          An officer may resign at any time by delivering notice to
the corporation.  A resignation is effective when the notice is
delivered unless the notice specifies a later effective date.  If
a resignation is made effective at a later date, its board of
directors may fill the pending vacancy before the effective date if
the board of directors provides that the successor does not take
office until the effective date.  An officer's resignation does not
affect the officer's contract rights, if any, with the corporation.

          Section 7.  Salaries.  The board of directors from time
to time shall fix the salaries of the officers, and no officer
shall be prevented from receiving his salary merely because he is
also a director of the Corporation.


                   ARTICLE IV.  INDEMNIFICATION

          Any person, his heirs, or personal representative, made,
or threatened to be made, a party to any threatened, pending, or
completed action or proceeding, whether civil, criminal, adminis-
trative, or investigative, because he is or was a director,
officer, employee, or agent of this Corporation or serves or served
any other corporation or other enterprise in any capacity at the
request of this Corporation, shall be indemnified by this Corpora-
tion, and this Corporation may advance his related expenses to the
full extent permitted by Florida law.  In discharging his duty, any
director, officer, employee, or agent, when acting in good faith,
may rely upon information, opinions, reports, or statements,
including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees
of the Corporation whom the director, officer, employee, or agent
reasonably believes to be reliable and competent in the matters
presented, (2) counsel, public accountants, or other persons as to
matters that the director, officer, employee, or agent believes to
be within that person's professional or expert competence, or
(3) in the case of a director, a committee of the board of
directors upon which he does not serve, duly designated according
to law, as to matters within its designated authority, if the
director reasonably believes that the committee is competent.  The
foregoing right of indemnification or reimbursement shall not be
exclusive of other rights to which the person, his heirs, or
personal representatives may be entitled.  The Corporation may,


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upon the affirmative vote of a majority of its board of directors,
purchase insurance for the purpose of indemnifying these persons. 
The insurance may be for the benefit of all directors, officers, or
employees.


                  ARTICLE V. STOCK CERTIFICATES

          Section 1.  Issuance.  Shares may but need not be
represented by certificates.  The board of directors may authorize
the issuance of some or all of the shares of the Corporation of any
or all of its classes or series without certificates.  If certifi-
cates are to be issued, the share must first be fully paid.

          Section 2.  Form.  Certificates evidencing shares in this
Corporation shall be signed by the president or a vice president
and the secretary, assistant secretary or any other officer
authorized by the board of directors, and may be sealed with the
seal of this Corporation or a facsimile of the seal.  Unless the
Corporation's stock is registered pursuant to every applicable
securities law, each certificate shall bear an appropriate legend
restricting the transfer of the shares evidenced by that certifi-
cate.

          Section 3.  Lost, Stolen, or Destroyed Certificates.  The
Corporation may issue a new certificate in the place of any
certificate previously issued if the shareholder of record (a)
makes proof in affidavit form that the certificate has been lost,
destroyed, or wrongfully taken, (b) requests the issue of a new
certificate before the Corporation has notice that the certificate
has been acquired by the purchaser for value in good faith and
without notice of any adverse claim, (c) if requested by the
Corporation, gives bond in the form that the Corporation directs,
to indemnify the Corporation, the transfer agent, and the registrar
against any claim that may be made concerning the alleged loss,
destruction, or theft of a certificate, and (d) satisfies any other
reasonable requirements imposed by the Corporation.

          Section 4.  Restrictive Legend.  Every certificate
evidencing shares that are restricted as to sale, disposition, or
other transfer shall bear a legend summarizing the restriction or
stating that the Corporation will furnish to any shareholder, upon
request and without charge, a full statement of the restriction.


                      ARTICLE VI.  DIVIDENDS

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


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                        ARTICLE VII.  SEAL

          The corporate seal shall have the name of the Corporation
and the word "seal" inscribed on it, and may be a facsimile,
engraved, printed, or an impression seal.


                     ARTICLE VIII.  AMENDMENT

          These bylaws may be repealed or amended, and additional
bylaws may be adopted, by either a vote of a majority of the full
board of directors or by vote of the holders of a majority of the
issued and outstanding shares entitled to vote, but the board of
directors may not amend or repeal any bylaw adopted by the
shareholders if the shareholders specifically provide that the
bylaw is not subject to amendment or repeal by the directors.  In
order to be effective, any amendment approved hereby must be in
writing and attached to these Bylaws.