BYLAWS

                                       OF

                             WEB STAR TRAINING, INC.

                            (A DELAWARE CORPORATION)



                                    ARTICLE I



                                  STOCKHOLDERS



         1. CERTIFICATES  REPRESENTING STOCK. Certificates representing stock in

the  corporation  shall be signed by, or in the name of, the  corporation by the

Chairperson  or  Vice-Chairperson  of the Board of Directors,  if any, or by the

President or a Vice-President and by the Treasurer or an Assistant  Treasurer or

the  Secretary or an  Assistant  Secretary  of the  corporation.  Any or all the

signatures  on any such  certificate  may be a  facsimile.  In case any officer,

transfer  agent,  or registrar who has signed or whose  facsimile  signature has

been placed upon a 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 such person were such officer,  transfer

agent, or registrar at the date of issue.



         Whenever the  corporation  shall be  authorized  to issue more than one

class of stock or more than one series of any class of stock,  and  whenever the

corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the

certificates  representing  shares  of any such  class or  series or of any such

partly  paid stock  shall set forth  thereon the  statements  prescribed  by the

General  Corporation  Law. Any  restrictions  on the transfer or registration of

transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted

conspicuously on the certificate representing such shares.



         The corporation may issue a new certificate of stock or  uncertificated

shares in place of any  certificate  theretofore  issued by it,  alleged to have

been lost,  stolen,  or  destroyed,  and the Board of Directors  may require the

owner of the lost,  stolen,  or destroyed  certificate,  or such  owner's  legal

representative,  to give the  corporation  a bond  sufficient  to indemnify  the

corporation  against  any claim  that may be made  against  it on account of the

alleged loss,  theft, or destruction of any such  certificate or the issuance of

any such new certificate or uncertificated shares.



         2.  UNCERTIFICATED  SHARES.  Subject to any  conditions  imposed by the

General  Corporation  Law, the Board of Directors of the corporation may provide

by resolution or resolutions that some or all of any or all classes or series of

the stock of the corporation shall be uncertificated shares. Within a reasonable

time  after  the  issuance  or  transfer  of  any  uncertificated   shares,  the

corporation  shall send to the  registered  owner  thereof  any  written  notice

prescribed by the General Corporation Law.



         3. FRACTIONAL  SHARE  INTERESTS.  The corporation may, but shall not be

required  to,  issue  fractions of a share.  If the  corporation  does not issue

fractions of a share,  it shall (1) arrange for the  disposition  of  fractional

interests by those entitled thereto, (2) pay in cash the fair value of fractions

of a share as of the time when those entitled to receive such fractions are





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determined,   or  (3)  issue  scrip  or  warrants  in  registered  form  (either

represented by a certificate or uncertificated) or bearer form (represented by a

certificate)  which  shall  entitle  the holder to receive a full share upon the

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