GLOBAL PATH INCORPORATED

                             A Delaware Corporation

                                    BY LAWS

                                   ARTICLE I

                           Principal Executive Office

      The  principal   executive  office  of  Global  Path   Incorporated   (the
"Corporation")  shall be at the place  established  by the board of directors at
the organizational  meeting. The Corporation may also have offices at such other
places  within or without the State of Delaware as the board of directors  shall
from time to time determine.

                                   ARTICLE II
                                  Stockholders

      SECTION  1.  Place  of  Meetings.  All  annual  and  special  meetings  of
stockholders shall be held at the principal  executive office of the Corporation
or at such other  place  within or without the State of Delaware as the board of
directors may determine and as designated in the notice of such meeting.

      SECTION  2.  Annual  Meeting.   A  meeting  of  the  stockholders  of  the
Corporation  for the election of directors and for the  transaction of any other
business of the Corporation  shall be held annually at such date and time as the
board of directors may determine.

      SECTION 3. Special  Meetings.  Special meeting of the  stockholders of the
Corporation  for any purpose or purposes  may be called at any time by the board
of  directors  of the  Corporation,  or by a committee of the board of directors
which as been duly  designated  by the board of  directors  and whose powers and
authorities,  as provided in a resolution of the board of directors or in the By
Laws of the  Corporation,  include the power and authority to call such meetings
but such special meetings may not be called by another person or persons.

      SECTION 4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
conducted in  accordance  with these By Laws or as otherwise  prescribed  by the
board  of  directors.  The  chairman  or  the  chief  executive  officer  of the
Corporation shall preside at such meetings.

      SECTION 5. Notice of Meetings.  Written notice stating the place,  day and
hour of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days or more than fifty days before the meeting to each  stockholder 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
stockholder  at his  address  as it  appears on these  stock  transfer  books or
records of the  Corporation as of the record date  prescribed in Section 6, with
postage thereon prepaid. If a stockholder be present at a meeting, or in writing
waive notice thereof before or after the meeting,  notice of the meeting to such
stockholder shall be unnecessary.  When any stockholders' meeting, either annual
or  special,  is  adjourned  for thirty  days or more,  notice of the  adjourned
meeting  shall be given as in the case of an original  meeting.  It shall not be
necessary to give any notice of the  adjourned  meeting shall be given as in the
case of an original meeting. It shall not be necessary to give any notice of the
time and place of any  meeting  adjourned  for less than  thirty  days or of the
business to be transacted at such adjourned meeting,  other than an announcement
at the meeting at which such adjournment is taken.

      SECTION  6.  Fixing  of  Record  Date.  For  the  purpose  of  determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjourned  thereof,  or  stockholders  entitled  to receive  payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record

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date for any such determination of stockholders.  Such date in any case shall be
not more than sixty  days,  and in case of a meeting of  stockholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination of stockholders, is to be taken.

      SECTION 7. Voting  Lists.  The officer or agent having charge of the stock
transfer  books for  shares of the  Corporation  shall  make,  at least ten days
before  each  meeting of  stockholders,  a complete  record of the  stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the  number of shares  held by each.  The  record,  for a period of ten days
before such meeting,  shall be kept on file at the principal executive office of
the  Corporation,  whether  within or outside  the State of Texas,  and shall be
subject to inspection by any  stockholder for any purpose germane to the meeting
during the whole time of the meeting. The original stock transfer books shall be
prima facie  evidence as to who are the  stockholders  entitled to examine  such
record or transfer books or to vote at any meeting of stockholders.

      SECTION 8.  Quorum.  Unless  otherwise  required by law, a majority of the
votes  entitled  to be cast on a  matter,  represented  in  person  or by proxy,
constitutes  a quorum  for  action  on that  matter.  If less  than a quorum  is
represented at a meeting,  a majority of the shares so  represented  may adjourn
the meeting from time to time without further notice.  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.  The stockholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

      SECTION 9. Proxies. At all meetings of stockholders,  stockholder may vote
by proxy  executed  in  writing  by the  stockholder  or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

      SECTION 10.  Voting.  At each  election for  directors  every  stockholder
entitled to vote at such  election  shall be entitled to one vote for each share
of stock held. Unless otherwise provided by the Certificate of Incorporation, by
statute,  or by these By Laws, a majority of those votes case by stockholders at
a lawful meeting shall be sufficient to pass on a transaction or matter,  except
in the election of directors,  which election shall be determined by a plurality
of the votes of the  shares  present  in person or by proxy at the  meeting  and
entitled to vote on the election of directors.

      SECTION  11.  Voting of Shares  in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directors in the  Corporation  to the  contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which  these  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,  but
no votes shall be case for such stock if a majority cannot agree.

      SECTION 12. Voting of Shares by Certain  Holders.  Shares  standing in the
name of another corporation may be voted by an officer, agent or proxy as the By
Laws of such  corporation may prescribe,  or, in the absence of such provisions,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor, guardian or conservator may be voted by him, either in
person or by proxy,  without a transfer  of such  shares  into his name.  Shares
standing  in the name of a trustee  may be voted by him,  either in person or by
proxy,  but no  trustees  shall be entitled to vote shares held by him without a
transfer  of such  shares  into  his  name.  Shares  standing  in the name off a
receiver may be voted by such receiver,  and shares held by or under the control

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of a receiver may be voted by such  receiver  without the transfer  thereof into
his name if authority to do so is contained in an appropriate order of the court
or other public authority by which such receiver was appointed.

      A  stockholder  whose  shares are  pledged  shall be entitled to vote such
shares until the shares have been  transferred  into the name of the pledges and
thereafter the pledge shall be entitled to vote the shares so transferred.

      Neither  treasury  shares of its own stock  held by the  Corporation,  nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

      SECTION  13.  Inspectors  of  Election.  In  advance  of  any  meeting  of
stockholders,  the chairman of the board or the board of  directors  may appoint
any persons, other than nominees for office, as inspectors of election to act at
such  meeting or any  adjournment  thereof.  The number of  inspectors  shall be
either one or three.  If the board of directors so appoints  either one or three
inspectors,  that  a  appointment  shall  not be  altered  at  the  meeting.  If
inspectors of election are not so appointed,  the chairman of the board may make
such appointment at the meeting. In case any person appointed as inspector fails
to appear or fails or refuses to act,  the vacancy may be filled by  appointment
in advance of the meeting or at the meeting by the  chairman of the board or the
president.

      Unless  otherwise  prescribed  by  applicable  law,  the  duties  of  such
inspectors  shall  include;  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  affect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

      SECTION 14.  Nominating  Committee.  The board of directors or a committee
appointed  by the board of  directors  shall  act as  nominating  committee  for
selecting the management nominees for election as directors.  Except in the case
of a  nominee  substituted  as a result of the  death or other  incapacity  of a
management nominee, the nominating committee shall delver written nominations to
the  secretary  at least  twenty  days prior to the date of the annual  meeting.
Provided such committee  makes such  nominations,  no nominations  for directors
except those made by the nominating  committee  shall be voted upon a the annual
meeting  unless  other  nominations  by  stockholders  are made in  writing  and
delivered to the secretary of the  Corporation in accordance with the provisions
of the Corporation's Certificate of Incorporation.

      SECTION 15. New  Business.  Any new  business to be taken up at the annual
meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Certificate
of Incorporation. This provision shall prevent the consideration and approval or
disapproval  at the  annual  meeting  of  reports  of  officers,  directors  and
committees,  but in connection  with such reports no new business shall be acted
upon at  such  annual  meeting  unless  stated  and  filed  as  provided  in the
Corporation's Certificate of Incorporation.

                                  ARTICLE III
                               Board of Directors

      SECTION 1. General  Powers.  The  business and affairs of the  Corporation
shall be under the  direction  of its board of  directors.  The  chairman  shall
preside at all meetings of the board of directors.

      SECTION 2.  Number,  Terms and  Election.  The number of  directors of the
Corporation shall be such number,  not less than one nor more than 15 (exclusive
of  directors,  if any,  to be  elected by  holders  of  preferred  stock of the
Corporation),  as shall be provided from time to time in a resolution adopted by
the board of  directors,  provided  that no decrease in the number of  directors
shall have the effect of  shortening  the term of any  incumbent  director,  and
provided  further  that not action  shall be taken to decrease  or increase  the
number of directors from time to time unless at least two-thirds of the

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directors then in office shall concur in said action. Exclusive of directors, if
any, elected by holders of preferred stock,  vacancies in the board of directors
of the Corporation,  however caused,  and newly created  directorships  shall be
filled by a vote of two-thirds of the directors then in office, whether or not a
quorum,  and any director so chosen shall hold office for a term expiring at the
annual  meeting  of  stockholders  at which  the term of the  class to which the
director has been chosen  expires and when the  director's  successor is elected
and qualified. The board of directors shall be classified in accordance with the
provisions of Section 3 of this Article III.

      SECTION 3.  Classified  Board.  The board of directors of the  Corporation
(other than directors  which may be elected by the holders of preferred  stock),
shall be divided into three classes of directors which shall be designated Class
I, Class II and Class III. The members of each class shall be elected for a term
of three  years and until their  successors  are  elected  and  qualified.  Such
classes shall be as nearly equal in number as the then total number of directors
constituting the entire board of directors shall permit, exclusive of directors,
if any, elected by holders of preferred  stock,  with the terms of office of all
members of one class  expiring each year.  Should the number of directors not be
equally  divisible by three,  the excess director or directors shall be assigned
to  Classes  I or II as  follows:  (1)  if  there  shall  be an  excess  of  one
directorship over the number equally divisible by three, such extra directorship
shall  be  classified  in  Class  I;  and  (2)  if  there  be an  excess  of two
directorships  over a number equally divisible by three, one shall be classified
in Class I and the  other in Class  II.  At the  organizational  meeting  of the
Corporation,  directors  of Class I shall be elected  to hold  office for a term
expiring at the first  annual  meeting of  stockholders,  directors  of Class II
shall be elected to hold office for a term expiring at the first annual  meeting
of  stockholders,  directors  of Class II shall be elected to hold  office for a
term  expiring  at the second  succeeding  annual  meeting of  stockholders  and
directors  of Class III shall be elected to hold  office for a term  expiring at
the third succeeding annual meeting thereafter.  Thereafter,  at each succeeding
annual  meeting,  directors of each class shall be elected for three year terms.
Notwithstanding  the  foregoing,  the  director  whose term shall  expire at any
annual  meeting shall  continue to serve until such time as his successor  shall
have been duly elected and shall have qualified unless his position on the board
of directors shall have been abolished by action taken to reduce the size of the
board of directors prior to said meeting.

      Should  the  number  of  directors  of the  Corporation  be  reduced,  the
directorship(s)  eliminated  shall be allocated  among classes as appropriate so
that the number of directors in each class is as specified in the position(s) to
be  abolished.  Notwithstanding  the  foregoing,  no  decrease  in the number of
directors  shall  have  the  effect  of  shortening  the  term of any  incumbent
director. Should the number of directors of the Corporation be increased,  other
than  directors  which may be elected by the  holders of  preferred  stock,  the
additional directorships shall be allocated among classes as appropriate so that
the  number  of  directors  in each  class is as  specified  in the  immediately
preceding paragraph.

      Whenever the holders of any one or more series of  preferred  stock of the
Corporation shall have the right,  voting separately as a class, to elect one or
more  directors of the  Corporation,  the board of directors  shall include said
directors so elected and not be in addition to the number of directors  fixed as
provided in this  Article  III.  Notwithstanding  the  foregoing,  and except as
otherwise may be required By Law, whenever the holders of any one or more series
of  preferred  stock  of the  Corporation  elect  one or more  directors  of the
Corporation,  the terms of the  director or  directors  elected by such  holders
shall expire at the next succeeding annual meeting of stockholders.

      SECTION 4. Regular  Meetings.  A regular meeting of the board of directors
shall be held at such time and place as shall be determined by resolution of the
board of directors without other notice than such resolution.

      SECTION 5. Special  Meetings.  Special  meetings of the board of directors
may be called by or at the request of the chairman,  the chief executive officer
or one-third of the directors.  The person  calling the special  meetings of the
board of  directors  may fix any  place as the  place for  holding  any  special
meeting of the board of directors called by such persons.

      Members of the board of the directors may participate in special  meetings
by means of telephone  conference or similar  communications  equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.

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      SECTION 6. Notice. Written notice of any special meeting shall be given to
each  director at least two days  previous  thereto  delivered  personally or by
telegram  or at least  seven  days  previous  thereto  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  which  deposited in the United States mail so addressed,
with  postage  thereon  prepaid  if mailed or when  delivered  to the  telegraph
company if sent by  telegram.  Any director may waive notice of any meeting by a
writing  filed with the  secretary.  The  attendance  of a director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business  to be  transacted  at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

      SECTION 7. Quorum.  A majority of the number of directors fixed by Section
2 shall  constitute a quorum for the  transaction  of business at any meeting of
the board of directors,  but if less than such majority is present at a meeting,
a majority of the  directors  present may adjourn the meeting from time to time.
Notice of any adjourned  meeting shall be given in the same manner as prescribed
by Section 5 of this Article III.

      SECTION 8:  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a greater  number  is  prescribed  by these By Laws,  the
Certificate of  Incorporation,  or the General  Corporation  Law of the State of
Delaware.

      SECTION 9. Action Without a Meeting.  Any action  required or permitted to
be taken by the board of directors  at a meeting may be taken  without a meeting
if a consent in writing,  setting forth the action so taken,  shall be signed by
all of the directors.

      SECTION 10. Resignation.  Any director may resign at any time by sending a
written  notice  of such  resignation  in the  home  office  of the  Corporation
addressed to the chairman.  Unless otherwise  specified therein such resignation
shall take effect upon receipt thereof by the chairman.

      SECTION 11.  Vacancies.  Any vacancy  occurring  on the board of directors
shall  be  filled  in  accordance  with  the  provisions  of  the  Corporation's
Certificate  of  Incorporation.  Any  directorship  to be filled by reason of an
increase in the number of  directors  may be filled by the  affirmative  vote of
two-thirds of the directors  then in office or by election at an annual  meeting
or at a special meeting of the stockholders  held for that purpose.  The term of
such director shall be in accordance  with the  provisions of the  Corporation's
Certificate of Incorporation.

      SECTION 12.  Removal of  Directors.  Any  director or the entire  board of
directors  may  be  removed  only  in  accordance  with  the  provisions  of the
Corporation's Certificate of Incorporation.

      SECTION 13. Compensation. Directors, as such, may receive compensation for
service  on the board of  directors.  Members  of  either  standing  or  special
committees  may be  allowed  such  compensation  as the board of  directors  may
determine.

      SECTION  14.  Age  Limitation.  No person 70 years or more of age shall be
eligible for election, reelection,  appointment or reappointment to the board of
the  Corporation.  No director  shall serve as such beyond the annual meeting of
the  Corporation  immediately  following the director  becoming 70 years of age.
This age limitation does not apply to an advisory director.

                                   ARTICLE IV
                      COMMITTEES OF THE BOARD OF DIRECTORS

      The board of  directors  may,  by  resolution  passed by a majority of the
whole  board,  designate  one or more  committees,  as they may  determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties,  constitution and procedures  thereof.  Each committee
shall  consist of one or more  directors  of the  Corporation  appointed  by the
chairman.  The chairman may designate one or more directors as alternate members

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of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the  committee.

      The  chairman  shall have power at any time to change the  members  of, to
fill  vacancies in, and to discharge  any committee of the board.  Any member of
any such  committee may resign at any time by giving notice to the  Corporation;
provided,  however,  that notice to the board,  the  chairman of the board,  the
chief executive officer, the chairman of such committee,  or the secretary shall
be deemed to constitute  notice to the Corporation.  Such resignation shall take
effect upon receipt of such notice or at any later time specified therein;  and,
unless otherwise specified therein,  acceptance of such resignation shall not be
necessary to make it effective.  Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the  authorized  number of  directors  at any meeting of the board called for
that purpose.

                                    ARTICLE V
                                    OFFICERS

      SECTION 1. Positions. The officers of the Corporation shall be a chairman,
a president, one or more vice presidents,  a secretary and a treasurer,  each of
whom shall be  elected by the board of  directors.  The board of  directors  may
designate one or more vice presidents as executive vice president or senior vice
president. The board of directors may also elect or authorize the appointment of
such other officers as the business of the Corporation may require. The officers
shall have such  authority and perform such duties as the board of directors may
from time to time authorize or determine.  In the absence of action by the board
of  directors,  the  officers  shall have such  powers  and duties as  generally
pertain to their respective offices.

      SECTION 2.  Election and Term of Office.  The officers of the  Corporation
shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after each annual meeting of the  stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at tnay time in accordance with Section 3 of this Article V.

      SECTION 3.  Removal.  Any officer many be removed by vote of two-thirds of
the board of directors  whenever,  in its  judgment,  the best  interests of the
Corporation  will be served  thereby,  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

      SECTION  4.  Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation removal,  disqualification or otherwise,  may be filled by the board
of directors for the unexpired portion of the term.

      SECTION 5.  Remuneration.  The remuneration of the officers shall be fixed
from time to time by the board of  directors,  and no officer shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the Corporation.

      SECTION  6. Age  Limitation.  No person  70 or more  years of age shall be
eligible for election, reelection, appointment or reappointment as an officer of
the  Corporation.  No officer  shall  serve  beyond  the  annual  meeting of the
Corporation immediately following the officer becoming 70 or more years of age.

                                   ARTICLE VI
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

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      SECTION 1. Contracts. To the extent permitted by applicable law, an except
as otherwise  prescribed by the  Corporation's  Certificate of  Incorporation or
these By Laws with respect to certificates for shares, the board of directors or
the executive  committee may  authorize any officer,  employee,  or agent of the
Corporation  to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the  Corporation.  Such authority may be general or
confined to specific instances.

      SECTION  2.  Loans.  No  loans  shall  be  contracted  on  behalf  of  the
Corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized by the board of directors.  Such authority may be general or confined
to specific instances.

      SECTION 3. Checks, Drafts, Etc. 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 one or more officers,  employees or agents of
the Corporation in such manner,  including in facsimile form, as shall from time
to time be determined by resolution of the board of directors.

      SECTION 4. Deposits.  All funds of the Corporation not otherwise  employed
shall be deposited from time to time to the credit of the  Corporation in any of
its duly authorized depositories as the board of directors may select.


                                  ARTICLE VII
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

      SECTION 1. Certificates for Shares. The shares of the Corporation shall be
represented by certificates  signed by the chairman of the board of directors or
the president or a vice president and by the treasurer or an assistant treasurer
or the secretary or an assistant secretary of the Corporation, and may be sealed
with the  seal of the  Corporation  or a  facsimile  thereof.  Any or all of the
signatures   upon  a  certificate  may  be  facsimiles  if  the  certificate  is
countersigned by a transfer agent, or registered by a registrar,  other than the
Corporation  itself or an  employee of the  Corporation.  If any officer who has
signed or whose facsimile  signature has been placed upon such certificate shall
have  ceased to be such  officer  before the  certificate  is issued,  it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issue.

      SECTION  2.  Form of Share  Certificates.  All  certificates  representing
shares issued by the Corporation  shall set forth upon the face or back that the
Corporation  will furnish to any  stockholder  upon request and without charge a
full  statement  of the  designations,  preferences,  limitations,  and relative
rights of the shares of each class  authorized to be issued,  the  variations in
the relative  rights and  preferences  between the shares of each such series so
far as the same have been fixed and  determined,  and the authority of the board
of  directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent series.

      Each  certificate  representing  shares shall state upon the face thereof;
that the Corporation is organized  under the laws of the State of Delaware;  the
name of the  person  to whom  issued;  the  number  and  class  of  shares,  the
designation of the series,  if any, which such certificate  represents;  the par
value of each share  represented  by such  certificate,  or a statement that the
shares  are  without  par  value.  Other  matters  in  regard to the form of the
certificates shall be determined by the board of directors.

      SECTION 3.  Payment for  Shares.  No  certificate  shall be issued for any
share until such share is fully paid.

      SECTION 4. Form of Payment for Shares.  The consideration for the issuance
of shares shall be paid in accordance  with the provisions of the  Corporation's
Certificate of Incorporation.

      SECTION 5. Transfer of Shares.  Transfer of shares of capital stock of the
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only to the  holder of record  thereof or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with

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the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.

      SECTION  6. Lost  Certificates.  The board of  directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

                                  ARTICLE VIII
                           FISCAL YEAR; ANNUAL AUDIT

      The fiscal year of the  Corporation  shall end on the last day of December
of each year. The Corporation  shall be subject to annual audit as of the end of
its fiscal year by independent public  accountants  appointed by and responsible
to the board of directors.

                                   ARTICLE IX
                                   DIVIDENDS

      Dividends upon the stock of the Corporation,  subject to the provisions of
the  Certificate  of  Incorporation,  if any,  may be  declared  by the board of
directors at any regular or special  meeting,  pursuant to law.  Dividend may be
paid in cash, in property or in the Corporation's own stock.

                                   ARTICLE X
                                CORPORATION SEAL

      The corporate seal of the  Corporation  shall be in such form as the board
of directors shall prescribe.

                                   ARTICLE XI
                                   AMENDMENTS

      In accordance with the Corporation's  Certificate of Incorporation,  these
By Laws may be repeated,  altered,  amended or rescinded by the  stockholders of
the  Corporation  only by vote of not less than 75% of the  voting  power of the
outstanding  shares  of  capital  stock  of the  Corporation  entitled  to  vote
generally  in the  election of  directors  (considered  for this  purpose as one
class) cast at a meeting of the stockholders  called for that purpose  (provided
that notice of such  proposed  repeal,  alteration,  amendment or  rescission is
included in the notice of such meeting). In addition, the board of directors may
repeal, alter, amend or rescind these By Laws by vote of two-thirds of the board
of directors at a legal meeting held in accordance  with the provisions of these
By Laws.

                                          GLOBAL PATH INCORPORATED

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