BYLAWS



                                       OF



                           HOOPSOFT DEVELOPMENT CORP.



                              A Nevada Corporation





                                   ARTICLE I



                                  STOCKHOLDERS



SECTION 1



ANNUAL MEETING.  Annual meetings of the  Stockholders,  shall be held on the day

and at the time as may be set by the Board of  Directors  from time to time,  at

which annual meeting the  Stockholders  shall elect by vote a Board of Directors

and transact such other business as may properly be brought before the meeting.



SECTION 2



SPECIAL  MEETINGS.  Special  meetings  of the  Stockholders.  for any purpose or

purposes,  unless  otherwise  prescribed  by  statute  or  by  the  Articles  of

Incorporation,  may be called by the President or the Secretary by resolution of

the Board of  Directors  or at the request in writing of  Stockholders  owning a

majority in amount of the entire  capital  stock of the  Corporation  issued and

outstanding  and entitled to vote.  Such request  shall state the purpose of the

proposed meeting.



SECTION 3



PLACE OF MEETINGS.  All annual meetings of the Stockholders shall be held at the

registered  office of the  Corporation  or at such other place within or outside

the State of Nevada as the Directors shall  determine.  Special  meetings of the

Stockholders  may be held at such time and place  within or outside the State of

Nevada as shall be stated in the notice of the  meeting,  or in a duly  executed

waiver  of  notice  thereof.  Business  transacted  at any  special  meeting  of

Stockholders shall be limited to the purposes stated in the notice.



SECTION 4



QUORUM;  ADJOURNED  MEETINGS.  The holders of a majority of the Stock issued and

outstanding  and entitled to vote thereat,  present in person or  represented by

proxy,  shall  constitute a quorum at all meetings of the  Stockholders  for the

transaction  of  business  except as  otherwise  provided  by  statute or by the

Articles of  Incorporation.  If,  however,  such quorum  shall not be present or

represented at any meeting of the  Stockholders,  the  Stockholders  entitled to

vote thereat, present in person or represented by proxy, shall have the power to

adjourn the meeting from time to time, without notice other than announcement at

the meeting,  until a quorum shall be present or represented.  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.

{PAGE}

SECTION 5



VOTING.  Each  Stockholder of record of the  Corporation  holding Stock which is

entitled  to vote  at  this  meeting  shall  be  entitled  at  each  meeting  of

Stockholders  to one vote for each  share of Stock  standing  in his name on the

books of the  Corporation.  Upon the  demand  of any  Stockholder,  the vote for

Directors and the vote upon any question before the meeting shall be by ballot.



When a quorum is present or represented at any meeting,  the vote of the holders

of a majority of the Stock having voting power present in person or  represented

by proxy  shall be  sufficient  to elect  Directors  or to decide  any  question

brought  before such  meeting,  unless the question is one upon which by express

provision of the statutes or of the Articles of Incorporation,  a different vote

is required in which case such  express  provision  shall govern and control the

decision of such question.



SECTION 6



PROXIES.  At any meeting of the  Stockholders any Stockholder may be represented

and vote by a proxy or proxies  appointed by an  instrument  in writing.  In the

event that any such instrument in writing shall designate two or more persons to

act as proxies,  a majority of such persons present at the meeting,  or, if only

one  shall be  present,  then that one shall  have and may  exercise  all of the

powers  conferred  by  such  written  instrument  upon  all  of the  persons  so

designated unless the instrument shall otherwise  provide.  No proxy or power of

attorney to vote shall be used to vote at a meeting of the  Stockholders  unless

it shall  have been filed  with the  secretary  of the  meeting.  All  questions

regarding  the  qualification  of  voters,  the  validity  of  proxies  and  the

acceptance or rejection of votes shall be decided by the  inspectors of election

who shall be appointed by the Board of Directors,  or if not so appointed,  then

by the presiding Officer of the meeting.



SECTION 7



ACTION -  WITHOUT  MEETING.  Any  action  which  may be taken by the vote of the

Stockholders  at a meeting may be taken  without a meeting if  authorized by the

written consent of Stockholders holding at least a majority of the voting power,

unless the  provisions  of the  statutes  or of the  Articles  of  Incorporation

require a greater  proportion of voting power to authorize  such action in which

case such greater proportion of written consents shall be required.



                                   ARTICLE II



                                    DIRECTORS



SECTION 1



MANAGEMENT OF CORPORATION.  The business of the Corporation  shall be managed by

its Board of Directors which may exercise all such powers of the Corporation and

do all such lawful  acts and things as are not by statute or by the  Articles of

Incorporation  or by these Bylaws  directed or required to be exercised or clone

by the Stockholders.



SECTION 2



NUMBER,  TENURE,  AND  QUALIFICATIONS.  The  number  of  Directors  which  shall

constitute  the whole board shall be at least one. The number of  Directors  may

from time to time be increased or decreased by directors' resolution to not less

than one nor more than  fifteen.  The  Directors  shall be elected at the annual

meeting of the Stockholders and except as provided in Section 2 of this Article,

each  Director  elected  shall hold office  until his  successor  is elected and

qualified. Directors need not be Stockholders.



                                       2

{PAGE}

SECTION 3



VACANCIES.  Vacancies  in the Board of  Directors  including  those caused by an

increase  in the  number  of  Directors,  may be  filled  by a  majority  of the

remaining  Directors,  though  not less  than a quorum,  or by a sole  remaining

Director,  and each Director so elected shall hold office until his successor is

elected at an annual or a special  meeting of the  Stockholders.  The holders of

two-thirds of the  outstanding  shares of Stock entitled to vote may at any time

peremptorily terminate the term of office of all or any of the Directors by vote

at a meeting  called for such purpose or by a written  statement  filed with the

secretary  or, in his absence,  with any other  officer.  Such removal  shall be

effective immediately, even if successors are not elected simultaneously.



A vacancy or  vacancies  in the Board of  Directors  shall be deemed to exist in

case of the death, resignation or removal of any Directors, or if the authorized

number of Directors be increased,  or if the Stockholders  fail at any annual or

special  meeting of  Stockholders at which any Director or Directors are elected

to  elect  the full  authorized  number  of  Directors  to be voted  for at that

meeting.



If the Board of Directors accepts the resignation of a Director tendered to take

effect at a future time, the Board or the Stockholders shall have power to elect

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