BYLAWS









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                                     BYLAWS

                                      OF

                      Ninth Enterprise Service Group, Inc.





                     ARTICLE I - MEETINGS OF SHAREHOLDERS



      Section 1. Annual Meeting.  The annual meeting of the shareholders of this

corporation  shall be held at the  time and  place  designated  by the  Board of

Directors of the  corporation.  The annual meeting of shareholders  for any year

shall be held no later than thirteen (13) months after the last preceding annual

meeting of shareholders. Business transacted at the annual meeting shall include

the election of directors of the corporation.



      Section 2. Special Meetings. Special meetings of the shareholders shall be

held when  directed by the Board of Directors,  or when  requested in writing by

the  holders of not less than ten  percent  (10%) of all the shares  entitled to

vote at the meeting.  A meeting requested by shareholders  shall be called for a

date not less than ten (10) or more than sixty  (60) days  after the  request is

made, unless the shareholders requesting the meeting designate a later date. The

call for the meeting  shall be issued by the  Secretary,  unless the  President,

Board of Directors,  or shareholders  requesting the meeting  designate  another

person to do so.



      Section 3.  Place.  Meetings of shareholders  may be held within or

without the State of Florida.



      Section 4. Notice.  Written notice stating the place,  day and hour of the

meeting and, in the case of a special meeting, the purpose or purposes for which

the meeting is called,  shall be delivered  not less than ten (10) nor more than

sixty (60) days before the meeting, either personally or by first class 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 to be 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.



      Section 5. Notice of  Adjourned  Meetings.  When a meeting is adjourned to

another  time or place,  it shall  not be  necessary  to give any  notice of the

adjourned  meeting if the time and place to which the meeting is  adjourned  are

announced at the meeting at which the adjournment is taken, and at the adjourned

meeting any business may be  transacted  that might have been  transacted on the

original date of the meeting.  If,  however,  after the adjournment the Board of

Directors  fixes a new record date for the  adjourned  meeting,  a notice of the

adjourned meeting shall be given as provided in this section to each shareholder

of record on the new record date entitled to vote at such meeting.









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      Section 6.  Closing of  Transfer  Books and Fixing  Record  Date.  For the

purpose  of  determining  shareholders  entitled  to notice of or to vote at any

meeting of  shareholder  of any  adjournment  thereof,  or  entitled  to receive

payment of any dividend, or in order to make a determination of shareholders for

any other  purpose,  the Board of Directors may provide that the stock  transfer

books shall be closed for a stated period but not to exceed,  in any case, sixty

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