Exhibit 3.04



                                     BY-LAWS
                                       OF
                               NIMBUS GROUP, INC.

                                    ARTICLE 1
                                    ---------
                                     OFFICES
                                     -------

SECTION  1.  REGISTERED  OFFICE.  The initial registered office of Nimbus Group,
             -------------------
Inc.,  a  Florida  corporation  (the  "Corporation"),  shall. be located at 5555
Anglers  Avenue,  Suite  16,  Fort  Lauderdale,  FL  33312.

SECTION  2.  OTHER  OFFICES. The Corporation may also have offices at such other
             ---------------
places, either within or without the State of Florida, as the Board of Directors
of the Corporation (the "Board of Directors") may from time to time determine or
as  the  business  of  the  Corporation  may  require.

                                   ARTICLE II
                                   ----------
                            MEETINGS OF SHAREHOLDERS
                            ------------------------

SECTION  1.  ANNUAL MEETINGS.  All  annual meetings  of  the shareholders of the
             ---------------
corporation  for  the  election  of directors and for such other business as may
properly  come  before the meeting shall be held (i) on the fourth Friday of May
of  each  calendar year at 10:00 a.m., Eastern time, or on such other date or at
such  other  time as may be fixed, from time to time, by the Board of Directors,
and  (ii)  at  such  place,  within  or  without the State of Florida, as may be
designated by or on behalf of the Board of Directors and stated in the notice of
meeting  or  in  a  duly  executed  waiver  of  notice  thereof.

SECTION  2. SPECIAL MEETINGS. Except as otherwise required by law and subject to
            -----------------
the  rights  of  the  holders  of  the  Preferred  Stock,  special  meetings  of
shareholders  of the Corporation may be called only by (i) the Board pursuant to
a  resolution approved by a majority of the entire Board, (ii) the Corporation's
Chief  Executive  Officer  or  (iii)  the  holders  of at least one-third of the
outstanding  shares  of  capital  stock  of the Corporation. Special meetings of
Shareholders  may  be  held  at such time and date, and at such place, within or
without  the  State of Florida, as shall be designated by the Board of Directors
and  set  forth  in the notice of meeting required pursuant to Section 3 of this
Article.  Notwithstanding  anything  contained in these. Bylaws to the contrary,
this  Article  II, Section 2 shall not be altered, amended or repealed except by
an  affirmative vote of at least two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote at a shareholders' meeting duly called
for  such purpose. Only such business as is set forth in the notice of a special
meeting  may  be  transacted  at  such  Special  Meeting

SECTION  3.  Notice.  A  written notice of each meeting of shareholders shall be
             -------
given  to each shareholder entitled to vote at the meeting, at the address as it
appears on the stock transfer records of the Corporation, not less than ten (10)
nor  more  than  sixty  (60)  days  before the date of the meeting, by or at the
direction  of the President, the Secretary or the officer or persons calling the
meeting. The notice so given shall state the date, time and place of the meeting
and, in the case of a special shareholders' meeting, the purpose or purposes for
which  the  meeting  is  called.

<PAGE>

SECTION 4. WAIVER OF NOTICE. Shareholders may waive notice of any meeting before
           -----------------
or  after the date and time specified in the written notice of meeting. Any such
waiver of notice must be in writing, be sided by the shareholder entitled to the
notice  and  be  delivered  to  the Corporation for inclusion in the appropriate
corporate records. Neither the business to be transacted at, nor the purpose of,
any  shareholders'  meeting  need  be specified in any written waiver of notice.
Attendance  of  a person at a shareholders' meeting shall constitute a waiver of
notice  of  such meeting, unless the shareholder at the beginning of the meeting
                                                        ---------
objects  to  holding  the  meeting  or  transacting  business  at  the  meeting.

SECTION  5. RECORD DATE. For the purpose of determining shareholders entitled to
            ------------
notice of or to vote at a shareholders' meeting, to demand a special meeting, to
act  by  written consent or to take any other action, the Board of Directors may
fix  in  advance  a  date  as  the  record  date  for  any such determination of
shareholders,  such  date in any case to be not more than seventy (70) days nor,
in  the  case  of a shareholders' meeting, less than ten (10) days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If no record date is fixed for the determination of shareholders
entitled  to  notice  of  or to vote at a shareholders' Meeting, then the record
date  for such shall be the close of business on the day before the first notice
is  delivered  to  shareholders.

SECTION  6.  QUORUM.  A  majority  of  the  shares entitled to vote on a matter,
             -------
represented  in person or by proxy, shall constitute a quorum for action on that
matter  at  a meeting of shareholders. If a quorum is not present or represented
at  a  meeting  of  shareholders,  the  holders  of  a  majority  of  the shares
represented,  and  who  would  be entitled to vote at a meeting if a quorum were
present, may adjourn the meeting from time to time. The shareholders present at,
a  duly  organized meeting may continue to transact business notwithstanding the
withdrawal  of  some  shareholders prior to adjournment, but in no event shall a
quorum  consist  of  the  holders  of  less  than  one-third (1/3) of the shares
entitled  to  vote  and  thus  represented  at  such  meeting.

SECTION  7.  VOTING.  If a quorum is present, action on a matter, other than the
             -------
election  of  directors, shall be approved if the votes cast by the shareholders
represented  at  the meeting and entitled to vote on the subject matter favoring
the  action  exceeds the votes cast opposing the action, unless a greater number
of  affirmative  votes or voting by classes is required by Florida law or by the
Articles  of  Incorporation.  Directors  shall  be  elected by plurality vote in
accordance  with  Article III, Section 3 of these Bylaws. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders,  unless otherwise provided under the Articles of Incorporation (or
any  resolution  authorizing  any  class  or series of Preferred Stock) or under
Florida  law.

SECTION  8.  PROXIES.  A  shareholder  entitled  to  vote  at  any  meeting  of
             --------
shareholders  or  any  adjournment  thereof  may  vote  in person or by proxy. A
shareholder  may  appoint  a  proxy  to  vote or otherwise  act   for   him   by
signing   an   appointment   form,   either   personally   or   by   his

<PAGE>

attorney-in-fact.  An  appointment  of  proxy  is effective when received by the
Secretary  or  other  officer  or  agent  authorized  to  tabulate  votes.

SECTION  9.  NOSHAREHOLDER  ACTION  WITHOUT  A  MEETING.  Any action required or
             -------------------------------------------
permitted to be taken by the shareholders of the Corporation shall be taken at a
duly  called  annual  or special meeting of such holders and may not be taken by
any  consent  in  writing by such holders. Notwithstanding anything contained in
these  Bylaws  to the contrary, this Article II, Section 9 shall not be altered,
amended  or repealed except by an affirmative vote of at least two-thirds of the
outstanding  shares  of  capital  stock of the Corporation entitled to vote at a
shareholders'  meeting  duly  called  for  such  purpose.

SECTION  10.  ADVANCE NOTICE OF SHAREHOLDER PROPOSED BUSINESS AT ANNUAL MEETING.
              ------------------------------------------------------------------
At  an annual meeting of the shareholders, only such business shall be conducted
                                                              -----
as  shall  have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  (b)  otherwise  properly  brought  before  the  meeting by or at the
direction  of  the  Board of Directors, or (c) otherwise properly brought before
the  meeting by a shareholder: In addition to any other applicable requirements,
for  business  to be properly brought before an annual meeting by a shareholder,
the  shareholder  must  have  given  timely  notice  thereof  in  writing to the
Secretary  of  the  Corporation.  To  be  timely, a shareholder's notice must be
delivered  to  or  mailed and received at the principal executive offices of the
Corporation,  not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than seventy (70)
days'  notice  or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder 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 or such public
disclosure  was  made,  whichever  first  occurs.  A shareholder's notice to the
Secretary  shall  set  forth as to each matter the shareholder 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 the shareholder
proposing such business, (iii) the class and number of shares of the Corporation
which  are beneficially owned by the shareholder, and (iv) any material interest
of  the  shareholder  in  such  business.

Notwithstanding  anything  in  the  Bylaws to the contrary, no business shall be
conducted  at  the  annual  meeting except in accordance with the procedures set
forth  in  this  Article II, Section 10; provided, however, that nothing in this
Article II, Section 10 shall be deemed to preclude discussion by any shareholder
of  any  business  properly brought before the annual meeting in accordance with
said  procedure.

The  Chairman  of  an  annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in  accordance  with  the  provisions  of this Article II, Section 10, and if he
should  so  determine,  he shall so declare to the meeting and any such business
not  properly  brought  before  the  meeting  shall  not  be  transacted.

<PAGE>

Notwithstanding anything contained in the Bylaws to the contrary, this Article U
Section  10  shall  not be altered, amended or repealed except by an affirmative
vote  of  at  least two-thirds of the outstanding shares of capital stock of the
Corporation  entitled  to  vote  thereon.

                                   ARTICLE III
                                   -----------
                                    DIRECTORS
                                    ---------

SECTION  1.  POWERS.  All  corporate  powers  shall be exercised by or under the
             -------
authority  of,  and the business and affairs of the Corporation shall be managed
under  the  direction  of, the Board of Directors. Directors must be individuals
who  are  at  least  18  years  of  age  but need not be residents of Florida or
shareholders  of  the  Corporation.

SECTION  2.  COMPENSATION.  Directors  of  the  Corporation  who  also  serve as
             -------------
officers  or  members  of  management  ("employee  directors")  shall  serve  as
directors  without compensation. Non-employee directors of the Corporation shall
be  entitled  to  receive such compensation and benefits as is from time to time
determined  by  the Board. The employee directors may be paid their expenses, if
any,  and  the non-employee directors may be paid a fee and expenses, if any, of
attendance  at  each  meeting  of the Board of Directors or of any committee. No
such payments shall preclude any director from serving in any other capacity and
receiving  compensation  therefor.

SECTION 3. NUMBER, ELECTION & TERM. The Corporation's Board shall consist of not
           -----------------------
less  than three nor more than twelve members; with the exact number to be fixed
from  time  to time in accordance with a resolution adopted by a majority of the
entire  Board.  No  decrease in the number of directors shall have the effect of
shortening  the  term of any incumbent director. The Board shall be divided into
three  classes. The number of directors elected to each class shall be as nearly
equal  in  number as possible. Each director in the first class shall be elected
to  an initial term expiring at the next ensuing annual meeting of shareholders,
each  director  in the second class shall be elected to an initial term expiring
at the annual meeting of shareholders held one year thereafter and each director
in  the  third  class shall be elected to an initial term expiring at the annual
meeting  of shareholders held one year thereafter, in each case until his or her
successor is duly elected and qualified or until his or her earlier resignation,
death,  incapacity  or  removal  from  office. The Corporation will use its best
efforts  to  have an uneven number of directors on the Corporation's Board after
the  third  class  of  directors  is elected. Upon the expiration of the initial
terms  of  office  for  each class of directors, the successor directors of each
class  shall  be  elected  for  a full term of three years, to serve until their
successors  are  duly  elected and qualified or until their earlier resignation,
death, incapacity or removal from office. The Board shall apportion any increase
or  decrease  in  the  number  of directors among the classes as nearly equal in
number as possible.

SECTION  4.  VACANCIES.  Whenever  any  vacancy  on the Board shall occur due to
             ----------
death,  resignation,  retirement,  disqualification,  removal,  increase  in the
number  of  directors,  or  otherwise,  a majority of the remaining directors in
office,  although  less than a quorum of the Board, may fill the vacancy for the
balance  of the unexpired term, at which time a successor or successors shall be
duly  elected  by the shareholders and qualified. Notwithstanding the provisions

<PAGE>

of  any  other  Article  hereof, only the remaining directors of the Corporation
shall  have  the  authority,  in accordance with the procedure stated herein, to
fill  any  vacancy  that  arises  on  the  Board.

SECTION  5. REMOVAL OF DIRECTORS. A director may be removed from office prior to
            ---------------------
the  expiration  of  his or her term: (i) only for cause; and (ii) only upon the
affirmative  vote  of  at  least two-thirds of the outstanding shares of capital
stock  of  the  Corporation  entitled  to  vote  for  the election of directors.

SECTION  6. QUORUM AND VOTING. A majority of the number of directors fixed by or
            ------------------
in accordance with these Bylaws shall constitute a quorum for the transaction of
business  at  any  meeting  of  directors. If a quorum is present when a vote is
taken,  the affirmative vote of a majority of the directors present shall be the
act  of  the  Board  of  Directors.

SECTION 7. DEEMED ASSENT. A director 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  deemed  to  have assented to the action taken unless (i) the director
objects  at  the  beginning of the meeting (or promptly upon his arrival) to the
holding of the meeting or transacting specified business at the meeting, or (ii)
the  director  votes  against  or  abstains  from  the  action  taken.

SECTION  8.  COMMITTEES.  The  Board  of  Directors,  by resolution adopted by a
             -----------
majority of the full Board of Directors, may designate from among its members an
executive  committee,  a  compensation  committee, an audit committee and one or
more  other  committees each of which must have at least two members and, to the
extent  provided  in the designating resolution, shall have and may exercise all
the  authority  of  the  Board  of  Directors,  except  such authority as may be
reserved  to  the  Board  of  Directors  under  Florida  law.

          (a)  EXECUTIVE  COMMITTEE,  The  Board  of Directors by resolution may
               --------------------
     designate one or more directors to constitute an executive committee, which
     committee,  to  the  extent provided in such resolution, shall have and may
     exercise  all  powers  and  authority  of  the  Board  of  Directors in the
     management  of  the  business  and affairs of the Corporation, except where
     action of the Board of Directors is required by statute.

          (b)  OTHER COMMITTEES. The Board of Directors may by resolution create
               ----------------
     other  committees  for  such  terms  and with such powers and duties as the
     board shall deem appropriate.

          (c)  ORGANIZATION OF COMMITTEES. The chairman of all committees of the
               --------------------------
     Board  of  Directors shall be chosen by the members thereof. Each committee
     shall  elect  a secretary, who shall be either a member of the committee or
     the  secretary of the Company. The chairman of each committee shall preside
     at all meetings of such committee.

          (d)  MEETINGS.  Regular meetings of each committee may be held without
               --------
     the  giving  of notice if a day of the week, a time, and a place shall have
     been established by the committee for such meetings. Special meetings (and,
     if  the  requirements  of the preceding sentence have not been met, regular
     meetings)  shall be called as provided in Section 9 with respect to notices
     of special meetings of the Board of Directors.

<PAGE>

          (e)  QUORUM  AND  MANNER  OF ACTING. A majority of the members of each
               ------------------------------
     committee  shall  be  present  either  in  person  or  by telephone, radio,
     television,  or  similar  means  of  communication, at each meeting of such
     committee  in order to constitute a quorum for the transaction of business.
     The  act  of  a  majority of the members so present at a meeting at which a
     quorum  is  present shall be the act of such committee. The members of each
     committee  shall  act  only  as  a  committee,  and  shall have no power or
     authority, as such, by virtue of their membership on the committee.

          (f)  ACTION BY WRITTEN CONSENT. Any action required or permitted to be
               -------------------------
     taken  by  any  committee  may  be  taken without a meeting if a consent in
     writing, setting forth the action so taken, is signed by all the members of
     the committee.

          (g) RECORD OF COMMITTEE ACTION; REPORTS. Each committee shall maintain
              -----------------------------------
     a  record, which need not be in the form of complete minutes, of the action
     taken  by it at each meeting, which record shall include the date, time and
     place  of  the  meeting,  the  names of the members present and absent, the
     action  considered,  and  the  number  of  votes  cast  for and against the
     adoption  of  the  action considered. All action by each committee shall be
     reported  to  the  Board  of  Directors at its meeting next succeeding such
     action, such report to be in sufficient detail as to enable the board to be
     informed of the conduct of the Corporation's business and affairs since the
     last meeting of the board.

          (h)  REMOVAL.  Any  member  of  any committee may be removed from such
               -------
     committee,  either with or without cause, at any time by resolution adopted
     by a majority of the whole Board of Directors at any meeting of the board.

          (i)  VACANCIES.  Any  vacancy  in any committee shall be filled by the
               ---------
     Board of Directors in the manner prescribed by these Bylaws.

SECTION  9.  MEETINGS.  Regular  and  special meetings of the Board of Directors
             ---------
shall  be  held  at the principal place of business of the Corporation or at any
other place, within or without the State of Florida, designated by the person or
persons  entitled  to  give notice of or otherwise call the meeting. Meetings of
the  Board  of Directors may be called by the President or by any two directors.

     Members  of  the  Board  of  Directors (and any committee of the Board) may
participate  in  a meeting of the Board (or any committee of the Board) by means
of  a conference telephone or similar communications equipment through which all
persons  participating  may  simultaneously  hear each other during the meeting;
participation  by  these  means  constitutes  presence in person at the meeting.

SECTION  10. NOTICE OFMEETINGS.Regular meetings of the Board of Directors may be
             ------------------
held without notice of the date, time, place or pin-pose of the meeting, so long
as the date, time and place of such meetings are fixed generally by the Board of
Directors.  Special  meetings  of  the Board of Directors must be preceded by at
least  two  (2) days' written notice of the date, time and place of the meeting.
The  notice  need  not  describe  either the business to be transacted at or the
purpose  of  the  special  meeting.

<PAGE>

SECTION 11. WAIVER OF NOTICE. Notice of a meeting of the Board of Directors need
            -----------------
not  be  given to a director who signs a waiver of notice either before or after
the  meeting. Attendance of a director at a meeting shall constitute a waiver of
notice  of  that  meeting and a waiver of any and all objections to the place of
the  meeting, the time of the meeting and the manner in which it has been called
or  convened,  except when a 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. The waiver of
notice  need not describe either the business to be transacted at or the purpose
of  the  special  meeting.

SECTION  12.  DIRECTOR ACTION WITHOUT AMEETING. Any action required or permitted
              ---------------------------------
to be taken at a meeting of the Board of Directors (or a committee of the Board)
may  be taken without a meeting if the action is taken by the written consent of
all  members  of  the Board of Directors (or of the committee of the Board). The
action  must  be evidenced by one or more written consents describing the action
to  be taken and signed by each director (or committee member), which consent(s)
shall  be filed in the minutes of the proceedings of the Board. The action taken
shall  be  deemed effective when the last director signs the consent, unless the
consent  specifies  otherwise.

SECTION  13.  SHAREHOLDER  NOMINATIONS FOR DIRECTOR CANDIDATES. Only persons who
              -------------------------------------------------
arc  nominated in accordance with the following procedures shall be eligible for
election  as  directors.  Nominations  of  persons  for election to the Board of
Directors  of  the Corporation may be made at a meeting of shareholders by or at
the  direction  of  the Board of Directors by any nominating committee or person
appointed  by  the  Board  of Directors or by any shareholder of the Corporation
entitled  to vote for the election of directors at the meeting who complies with
the  notice  procedures  set  forth  in  this  Article  lit,  Section  13.  Such
nominations,  other  than  those  made  by  or  at the direction of the Board of
Directors,  shall  be made pursuant to timely notice in writing to the Secretary
of  the  Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less  than  sixty (60) days nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy (70) days' notice or
prior  public  disclosure  of  the  date  of  the  meeting  is  given or made to
shareholders,  notice  by  the  shareholder to be timely must be so received not
later  than  the close of business on the tenth (10th) day following the date on
which  such  notice  of  the  date  of  the  meeting  was  mailed or such public
disclosure  was  made,  whichever first occurs. Such shareholder's notice to the
Secretary shall set forth (a) as to each person whom the shareholder proposes to
nominate  for election or re-election as a director, (i) the name, age, business
address  and  residence  address of the person, (ii) the principal occupation or
employment of the persons, (iii) the class and number of shares of capital stock
of the Corporation which are beneficially owned by the person, (iv). the consent
of  each  nominee  to serve as a. director of the Corporation if so elected, and
(v)  any  other  information  relating  to  the  person  that  is required to be
disclosed  in  solicitations  for  proxies for election of directors pursuant to
Rule  14a  under  the Securities Exchange Act of 1934, as amended; and (b) as to
the  shareholder  giving  the  notice,  (i)  the  name  and  record  address  of
shareholder,  and  (ii)  the  class and number of shares of capital stock of the

<PAGE>

Corporation which are beneficially owned by the shareholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be  required  by  the  Corporation to determine the eligibility Of such proposed
nominee to serve as director of the Corporation. No person shall be eligible for
election  as  a  director of the Corporation unless nominated in accordance with
the  procedures  set  forth  herein.

The  Chairman  of the meeting shall, if the facts warrant, determine and declare
to  the  meeting that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting and
the  defective  nomination  shall  be  disregarded.

SECTION  14. AMENDMENTS. Notwithstanding anything contained in the Bylaws to the
             -----------
contrary,  this  Article  shall not be altered, amended or repealed except by an
affirmative  vote  of  at  least two-thirds of the outstanding shares of capital
stock  of  the  Corporation  entitled  to  vote  thereon.

                                   ARTICLE IV
                                   ----------
                                    OFFICERS
                                    --------

SECTION.  1.  ENUMERATION OF OFFICERS.  The  officers  of  the Corporation shall
              ------------------------
consist  of a, President, Secretaries, Chief Financial Officer, Chief Technology
Officer and a Treasurer, and if elected by the Board of Directors by resolution,
a  Chairman.  Such  other  officers  and assistant officers and agents as may be
deemed  necessary  or  desirable may be appointed by the Board of Directors. Any
two  or  more  offices  may  be  held  by  the  same  person.

SECTION  2.  DUTIES.  The  officers  of the Corporation shall have the following
             -------
duties:

     The  Chairman  of the Board of Directors. The Chairman shall preside at all
     -----------------------------------------
meetings  of  the  board  of  directors  and  shareholders.  The  Chairman shall
supervise  the  carrying out of the policies adopted or approved by the Board of
Directors,  and  shall assist the Board of Directors in formulating, evaluating,
developing and overseeing the implementation of the short-and long-term goals of
the Corporation, subject to the direction and control of the Board of Directors.
The  Chairman  shall have all powers and perform all duties commonly incident to
the  office  of chairman of the board of directors. The Chairman shall also have
and  may  exercise  such  further  powers and duties as from time to time may be
conferred  upon,  or assigned to, him by the Board of Directors not inconsistent
with  these  Bylaws.  Absent a Board of Director resolution to the contrary, the
Chairman  shall  be  the  chief  executive  officer  of  the  Corporation.

     The  President and ChiefExecutive Officer.The President and Chief Executive
     ------------------------------------------
Officer  of  the Corporation, if designated or appointed, shall be the principal
executive  officer  of the Corporation, with general executive powers and duties
regarding  the Corporation, subject to these Bylaws, subject to the direction of
the Chairman and subject to the direction and control of the Board of Directors.
The  President  and  Chief  Executive  Officer  shall  have  general  and active
management  of  the  day-to-day  business,  operations  and  affairs  of  the
Corporation,  subject  to the direction of the Chairman. The President and Chief
Executive  Officer shall report to the Chairman and, at meetings of the Board of
Directors,  to  the  Board  of  Directors, and shall see to it that all properly
authorized  directions  of  the  Chairman  and all orders and resolutions of the
Board  of  Directors  are  implemented  and  carried into effect. Subject to the
foregoing  the  President  and Chief Executive Officer shall have all powers and

<PAGE>

perform all duties commonly incident to the office of chief executive officer of
the  Corporation.  The President and Chief Executive Officer shall also have and
may  exercise  such  further  powers  and  duties  as  from  time to time may be
conferred  upon,  or assigned to, him by the Board of Directors not inconsistent
with  these  Bylaws.  Absent a Board of Director resolution to the contrary, the
Chairman  shall be the chief executive officer of the Corporation. The President
and  Chief Executive Officer shall have the authority, in the name and on behalf
of  the  Corporation,  to  enter  into  leases, contracts and commitments in the
ordinary  course  of the Corporation's business. In the absence or disability of
the  Chairman,  the  Chief  Executive  Officer  shall  preside  at  meetings  of
shareholders  and,  if  a  director,  shall  preside at meetings of the Board of
Directors.

     Each Vice President, if any, shall have such powers and perform such duties
          ---------------
as  the  Board of Directors shall from time to time designate. In the absence or
disability  of  the  President,  a Vice President specifically designated by the
vote  of  the  Board  of  Directors shall have the powers and shall exercise the
duties  of  the  President.

     The Secretary shall have custody of and shall maintain all of the corporate
         ---------
records (except the financial records), shall record the minutes of all meetings
of  the  shareholders  and the Board of Directors, shall authenticate records of
the Corporation, shall send all notices of meetings and shall perform such other
duties as are prescribed by the Board of Directors or the President, under whose
supervision  he  shall  be.

     The  Chief  Financial  Officer.  The  Chief  Financial  Officer  shall  be
          --------------------------
responsible  for  maintaining  the financial integrity of the Corporation, shall
prepare  the financial plans for the Corporation and shall monitor the financial
performance  of the Corporation and its subsidiaries, as well as performing such
other  duties  as  maybe prescribed by the Board, the Chairman of the Board, the
Chief  Executive  Officer  or  the  President.

     The  Chief  Technology  Officer.  The  Chief  Technology  Officer  shall be
          ---------------------------
responsible  for  software  and  web  site product development, establishment of
technology  standards  for  the  Corporation's  products  and  services,  and
development of strategic plans in connection with the establishment, maintenance
and  improvement  of  the  Corporation's  network  infrastructure,  as  well  as
performing  such other duties as may be prescribed by the Board, the Chairman of
the  Board,  the  Chief  Executive  Officer  or  the  President.

     The Chief Operating Officer. The Chief Operating Officer shall be the chief
         ------------------------
operating officer of the Corporations, and shall have the primary responsibility
for  the  management  of  the  operations  of  the  business of the Corporation.

     The  Treasurer  shall  have  custody of all corporate funds, securities and
          ---------
financial  records,  shall  keep  fill  and  accurate  accounts  of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and  other  valuable effects in the name and to the credit of the Corporation in
such  depositaries  as  may  be designated by the Board of Directors.   He shall
disburse  the  funds  of  the  Corporation  as  may  be  ordered by the Board of
Directors,  taking  proper  vouchers for such disbursements, and shall render an
account  of  all his transactions as treasurer and of the financial condition of
the  Corporation at regular meetings of the Board or when the Board of Directors
so  requests.  The  Treasurer  shall  also  perform  such  other  duties  as are
prescribed  by  the  Board  of  Directors.

<PAGE>

     Each  Assistant  Secretary  and  Assistant  Treasurer,  if  any,  shall  be
           --------------------       ---------------------
appointed by the Board of Directors and shall have such powers and shall perform
such  duties  as  shall  be  assigned  to  them  by  the  Board  of  Directors.

SECTION  3.  RESIGNATION  OFOFFICER.  An  officer  may  resign  at  any  time by
             -----------------------
delivering  notice  to  the Corporation. The resignation shall be effective upon
receipt,  unless  the  notice specifies a later effective date acceptable to the
Board.  If  the  resignation  is  effective  at a later date and the Corporation
accepts  the  future effective date, the Board of Directors may fill the pending
vacancy  before the effective date provided the Board of Directors provides that
the  successor  officer  does  not  take office until the future effective date.

SECTION  4.  REMOVAL OF OFFICER. The Board of Directors may remove any officer
             ------------------
at any  time  with  or  without  cause.

SECTION  5.  COMPENSATION. The compensation of officers shall be fixed from time
             -------------
to  time at the discretion of the Board of Directors. The Board of Directors may
enter  into  employment  agreements  with  any  officer  of  the  Corporation.


                                    ARTICLE V
                                    ---------
                               STOCK CERTIFICATES
                               ------------------

SECTION  1.  ISSUANCE.  Every  holder  of  shares  in  this Corporation shall be
             ---------
entitled  to have a certificate representing all shares to which he is entitled.
No  certificate  shall  be issued for any share until the consideration therefor
has  been  fully  paid

SECTION  2.  FORM. Certificates representing shares in this Corporation shall be
             ----
signed  by  the  President  and  the  Secretary of the Corporation, or any other
officer  so  designated  by  the  Board  of  Directors.

SECTION  3.  LEGENDS  FOR  PREFERENCES  AND  RESTRICTIONS  ON  TRANSFER.  If the
             -----------------------------------------------------------
Corporation  shall  be  authorized to issue more than one class of stock or more
than  one  series  of  any  class,  the  powers,  designations,  preferences and
relative,  participating,  optional,  or  other  special rights of each class of
stock  or  series  thereof  and  the  qualifications  or  restrictions  of  such
preferences  and/or  rights shall be set forth in full or summarized on the face
or  back  of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided by law, in
lieu  of  the foregoing requirements, there may be set forth on the face or back
of  the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each  shareholder  who  so  requests  the  powers, designations, preferences and
relative,  participating,  optional,  or  other  special rights of each class of
stock  or  series thereof and the qualifications, limitations or restrictions of
such  preferences  and/or  rights.

<PAGE>

A  written restriction on the transfer or registration of transfer of a security
of  the  Corporation,  if  permitted  by  law  and  noted  conspicuously  on the
certificate  representing the security may be enforced against the holder of the
restricted  security  or  any successor or transferee of the holder including an
executor,  administrator,  trustee,  guardian  or other fiduciary entrusted with
like  responsibility  for  the  person  or  estate  of  the holder. Unless noted
conspicuously  on the certificate representing the security, a restriction, even
though  permitted  by  law,  is  ineffective except against a person with actual
knowledge  of the restriction. If the Corporation issues any shares that are not
registered  under  the  Securities  Act  of  1933, as amended, and registered or
qualified  under  the applicable state securities laws, the transfer of any such
shares  shall  be  restricted  substantially  in  accordance  with the following
legend:

          "THESE  SHARES  HAVE  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933  OR  UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE,
     SOLD,  TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES
     ACT  OF  1933  AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN
     OPINION  (SATISFACTORY  TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE
     CORPORATION) THAT REGISTRATION IS NOT REQUIRED."


SECTION  4.  FACSIMILE SIGNATURES. Any and all signatures on the certificate may
             ---------------------
be  a facsimile. In case any officer, transfer agent or registrar who has signed
or  whose  facsimile  signature has been placed upon such certificate shall have
ceased  to  be such officer, transfer agent or registrar before such certificate
is  issued,  it  may  be issued by the Corporation with the same effect as if he
were  such  officer,  transfer  agent  or  registrar  at  the date of the issue.

SECTION  5.  REGISTERED SHAREHOLDERS. The Corporation shall be entitled to treat
             ------------------------
the  holder  of  record of shares as the holder in fact and, except as otherwise
provided  by  the laws of Florida, shall not be bound to recognize any equitable
or  other  claim  to  or  interest  in  the  shares.

SECTION 6.   TRANSFER OF SHARES. Shares of the Corporation shall be transferred
             ------------------
on its  books  only after the surrender to the Corporation or the transfer agent
of the  share  certificates  duly  endorsed  by  the  holder  of  record  or
attorney-in-fact. If the surrendered certificates are canceled, new certificates
shall  be issued to the person entitled to them, and the transaction recorded on
the  books  of  the  Corporation.

SECTION  7.  LOST,  STOLEN OR DESTROYED CERTIFICATES. If a shareholder claims to
             ----------------------------------------
have  lost or destroyed a certificate of shares issued by the Corporation, a new
certificate  shall be issued upon delivery to the Corporation of an affidavit of
that  fact by the person claiming the certificate of stock to be lost, stolen or
destroyed, and, at the discretion of the Board of Directors, upon the deposit of
a  bond  or  other  indemnity  as  the  Board  reasonably  requires.

<PAGE>

                                    ARTICLE VI
                                    ----------
                                  DISTRIBUTIONS
                                  -------------

     The  Board of Directors may, in its sole judgment and discretion, from time
to time authorize and declare, and the Corporation may pay, distributions on its
outstanding shares in cash, property or its own shares, unless the distribution,
                      -----
after  giving it effect, would result in (i) the Corporation being unable to pay
its  debts  as  they  become  due  in  the  usual  course of business, or (ii) a
violation  of  applicable  law.


                                   ARTICLE VII
                                   -----------
                                CORPORATE RECORDS
                                -----------------

     The  Corporation shall keep as permanent records minutes of all meetings of
its  shareholders  and  Board of Directors, a record of all actions taken by the
shareholders  or  Board  of  Directors  without  a  meeting, and a record of all
actions taken by a committee of the Board of Directors in. place of the Board of
Directors  on  behalf  of  the  Corporation. The Corporation shall also maintain
accurate  accounting  records  and  a  record of its shareholders in a form that
permits  preparation of a list of the names and addresses of all shareholders in
alphabetical.  order  by class of shares showing the number and series of shares
held  by  each.

                                  ARTICLE VIII
                                  ------------

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS
                         -------------------------------

SECTION  1.  INDEMNIFICATION.  The Corporation shall, and does hereby, indemnify
             ----------------
and  hold  harmless  to the fullest extent permitted or authorized by current or
future  legislation  or  current  or future judicial or administrative decisions
(but,  in  the  case  of  any  such future legislation or decisions, only to the
extent that it permits the Corporation to provide broader indemnification rights
than  permitted  prior to such legislation or decisions), each person (including
here  and  hereinafter,  the  heirs,  executors,  administrators,  personal
representatives  or  estate  of  such  person)  who  was  or  is  a party, or is
threatened  to  be  made  a  party,  or  was or is a witness, to any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative  or investigative (a "Proceeding"), from, against and in. respect
of any liability (which for purposes of this Article shall include any judgment,
settlement,  penalty  or  fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or incurred by him by reason of the fact
that  such  indemnified  person  (1)  is  or  was  a  director or officer of the
Corporation  or (2) is or was an employee or agent of the Corporation as to whom
the  Corporation  has agreed in writing to grant such indemnity or (3) is or was
serving,  at the request of the Corporation, as a director, officer, employee or
trustee  of  another  corporation,  partnership,  joint  venture, trust or other
enterprise  (including serving as a fiduciary of an employee benefit plan) or is
or  was  serving  as  an  agent  of  such  other corporation, partnership, joint
venture, trust or other enterprise, in each case, as to whom the Corporation has
agreed  in  writing to grant such indemnity. Each director, officer, employee or
agent  of  the  Corporation  as to whom indemnification rights have been granted
under  this  Section  1  of this Article shall be referred to as an "Indemnified
Person".

<PAGE>

     Notwithstanding  the  foregoing,  except  as specified in Section 3 of this
Article,  the  Corporation  hall  not  be  required to indemnify an. Indemnified
Person  in  connection with a Proceeding (or any part thereof) initiated by such
Indemnified  Person  unless  the  authorization for such Proceeding (or any part
thereof)  was  not  denied  by  the Board of Directors of the Corporation within
sixty  (60)  days  after  receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only then upon such terms and
conditions  as  the  Board  of  Directors  may  deem  appropriate.

SECTION  2.  ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and expenses
             --------------------------------------
(including  attorneys' fees and expenses),incurred by an officer or director who
is  an  Indemnified  Person  in  defending  a  Proceeding  shall  be paid by the
Corporation,  to the fullest extent permitted or authorized by current or future
legislation  or  current or future judicial or administrative decisions (but, in
the case of any such future legislation or decisions, only to the extent that it
permits  the Corporation to provide broader rights to advance costs, charges and
expenses  than  permitted prior to such legislation or decisions), in advance of
the  final  disposition of such Proceeding, upon receipt of an undertaking by or
on  behalf  of  the  Indemnified  Person to repay all amounts so advanced in the
event that it shall ultimately be determined that such person is not entitled to
be indemnified by the Corporation as authorized in this Article. The Corporation
may,  upon  approval  of  the  Indemnified  Person,  authorize the Corporation's
counsel  to  represent  such  person  in  any  Proceeding,  whether  or  not the
Corporation is a party to such Proceeding. Such authorization may be made by the
Chairman  of the Board, unless he is a party to such Proceeding, or by the Board
of  Directors  by  majority  vote,  including  directors who are parties to such
Proceeding.

SECTION  3.  PROCEDURE FOR INDEMNIFICATION. Any indemnification or advance under
             ------------------------------
this  Article  shall  be  made promptly and in any event within. forty-five (45)
days  upon  the  written  request  of  the  Indemnified  Person.  The  right  to
indemnification  or  advances as granted by this Article shall be enforceable by
the  Indemnified  Person  in  any  court  of  competent  jurisdiction,  if  the
Corporation  denies  such request under this Article, in whole or in part, or if
no  disposition  thereof  is  made within forty-five (45) days. Such Indemnified
Person's  costs  and  expenses  incurred  in  connection  with  successfully
establishing  his  right to indemnification or advances, in whole or in part, in
any  such  action  shall  also  be indemnified by the Corporation. It shall be a
defense  to  any  such  action  that  the  claimant  has not met the standard of
conduct,  if  any,  required  by  current or future legislation or by current or
future  judicial  or  administrative  decisions for indemnification (but, in the
case  of  any  such  future legislation or decisions, only to the extent that it
does  not  impose  a  more stringent standard of conduct than permitted prior to
such  legislation  or decision), but the burden of proving such defense shall be
on  the Corporation. Neither the failure of the Corporation (including its Board
of  Directors  or  any committee thereof, its independent legal counsel, and its
shareholders)  to  have  made  a determination prior to the commencement of such
action  that  indemnification  of  the  claimant  is proper in the circumstances
because he has met the applicable standard of conduct, if any, nor the fact that
there  has  been an actual determination by the Corporation (including its Board
of  Directors  or  any  committee thereof, its independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall,  be  a defense to the action or create a presumption that the clamant has
not  met  the  applicable  standard  of  conduct.

<PAGE>

SECTION  4.  RIGHTS NOT EXCLUSIVE; CONTRACT RIGHT; SURVIVAL. The indemnification
             ----------------------------------------------
provided  by  this  Article shall not be deemed exclusive of any other rights to
which  those  indemnified  may  be  entitled  under  any  agreement,  vote  of
shareholders or disinterested directors or otherwise, both as to actions in such
person's  official  capacity and as to actions in another capacity while holding
such office, and shall continue as to an Indemnified Person who has ceased to be
a  director,  officer,  employee  or agent and shall inure to the benefit of the
heirs,  executors,  administrators,  personal representatives and estate of such
person.  All  rights to indemnification and advances under this Article shall be
deemed  to be a contract between the Corporation and each Indemnified Person who
serves  or  served  in such capacity at any time while this Article is in effect
and,  as  such,  are  enforceable  against  the  Corporation.  Any  repeal  or
modification  of  this  Article  or  any  repeal  or  modification  of  relevant
provisions  of  Florida's corporation law or any other applicable laws shall not
in  any  way  diminish  these  rights  to indemnification of or advances to such
Indemnified Person, or the obligations of the Corporation arising hereunder, for
claims  relating  to  matters  occurring  prior to such repeals or modification.

SECTION  5.  INSURANCE.  The  Corporation may purchase and maintain insurance on
             ----------
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or  is  or  was  serving  at  the  request of the Corporation as a
director,  officer,  employee,  trustee  or  agent  of  another  corporation,
partnership,  joint  venture,  trust or other enterprise (including serving as a
fiduciary  of  an employee benefit plan), with respect to any liability asserted
against  him  and  incurred  by  him  in any such capacity or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him  against  such  liability  under  the  provisions  of  this  Article  or the
applicable  provisions  of  Florida  law.

SECTION  6.  SAVINGS  CLAUSE.  If  this  Article  or any portion hereof shall be
             ----------------
invalidated  on  any  ground  by  any  court of competent jurisdiction, then the
Corporation  shall  nevertheless  indemnify and hold harmless, and make advances
to,  each  Indemnified  Person  as  to  costs,  charges  and expenses (including
attorneys'  fees),  liabilities, judgments, fines and amounts paid in settlement
with  respect  to any Proceeding, including any action by or in the right of the
Corporation,  to  the  full  extent  permitted by any applicable portion of this
Article  that  shall  not  have  been  invalidated and as otherwise permitted by
applicable  law.

                                   ARTICLE IX
                                   ----------
                                  MISCELLANEOUS
                                  -------------

SECTION  1.  CORPORATE  SEAL.  The  corporate  seal  of the Corporation shall be
             ----------------
circular in form and shall include the name and jurisdiction of incorporation of
the  Corporation.

SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall end on December
           ------------
31  of  each calendar year, unless otherwise fixed by resolution of the Board of
Directors.

SECTION  3. CHECKS. 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  the  President, the Treasurer or such other officer(s) or
agent(s)  of  the  Corporation  as  shall  be  determined  from  time to time by
resolution  of  the  Board  of  Directors.

<PAGE>

                                    ARTICLE X
                                    ---------
                                    AMENDMENT
                                    ---------

     The  Board shall have the power to adopt, amend or repeal the Bylaws or any
part  hereof.  Certain  provisions  of  the Bylaws, as stated herein, may not be
altered,  amended  or  repealed  except  by  the  affirmative  vote  of at least
two-thirds  of  the  outstanding  shares  of  capital  stock  of the Corporation
entitled to vote at a shareholders' meeting duly called for such purpose. Except
for  such  provisions requiring a two-thirds vote to alter, amend or repeal, the
Bylaws  may  be  altered, amended or repealed, and new bylaws may be adopted, by
the  shareholders  upon  the  affirmative  vote  of  at  least a majority of the
outstanding  shares  of  capital  stock of the Corporation entitled to vote at a
shareholders'  meeting  duly  called  for such purpose. Notwithstanding anything
contained  in these Bylaws to the contrary, this Article X shall not be altered,
amended  or repealed except by an affirmative vote of at least two-thirds of the
outstanding  shares  of  capital  stock of the Corporation entitled to vote at a
shareholders'  meeting  duly  called  for  such  purpose.

<PAGE>