AMENDED BYLAWS
                                       OF
                            WORLD INTERNETWORKS, INC.

                                    ARTICLE I
                                     OFFICES

         Section 1.01 Location of Offices.   The  corporation  may maintain such
offices within or without the State of Nevada as the Board of Directors may from
time to time designate or require.

         Section 1.02 Principal  Office.  The address of the principal office of
the  corporation  shall  be at the  address  of  the  registered  office  of the
corporation as so designated in the office of the Lieutenant  Governor/Secretary
of State of the state of incorporation, or at such other address as the Board of
Directors shall from time to time determine.

                                   ARTICLE II
                                  SHAREHOLDERS

         Section 2.01 Annual  Meeting.  The annual  meeting of the  shareholders
shall be held in May of each year or at such other time  designated by the Board
of  Directors  and as is  provided  for in the  notice of the  meeting,  for the
purpose of electing  directors and for the transaction of such other business as
may come before the meeting.  If the election of directors  shall not be held on
the day  designated  for  the  annual  meeting  of the  shareholders,  or at any
adjournment  thereof, the Board of Directors shall cause the election to be held
at a  special  meeting  of  the  shareholders  as  soon  thereafter  as  may  be
convenient.

         Section 2.02 Special Meetings. Special meetings of the shareholders may
be called at any time by the  chairman of the board,  the  president,  or by the
Board of Directors,  or in their absence or disability,  by any vice  president,
and shall be called by the president or, in his or her absence or disability, by
a vice  president or by the  secretary on the written  request of the holders of
not less than onetenth of all the shares  entitled to vote-at the meeting,  such
written  request  to state the  purpose or  purposes  of the  meeting  and to be
delivered  to the  president,  each  vice-president,  or  secretary.  In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.

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         Section 2.03 Place of Meetings.  The Board of Directors  may  designate
any place, either within or without the state of incorporation,  as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors.  A waiver of notice signed by all shareholders  entitled to vote at a
meeting  may  designate  any  place,  either  within  or  without  the  state of
incorporation,  as the place for the holding of such meeting.  If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be at the principal office of the corporation.

         Section 2.04 Notice of Meetings.  The secretary or assistant secretary,
if any,  shall cause notice of the time,  place,  and purpose or purposes of all
meetings of the shareholders  (whether annual or special), to be mailed at least
ten days, but not more than 50 days,  prior to the meeting,  to each shareholder
of record entitled to vote.

         Section 2.05 Waiver of Notice.  Any shareholder may waive notice of any
meeting of  shareholders  (however  called or noticed,  whether or not called or
noticed and whether before,  during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting,  or an approval of
the  minutes  thereof.  Attendance  at a meeting,  in person or by proxy,  shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent,  or approval is signed or any  objections  are made.  All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting. `:n

         Section 2.06 Fixing  Record  Date.    For the  purpose  of  determining
shareholders  entitled  to  notice  of or to  vote  at  any  annual  meeting  of
shareholders or any  adjournment  thereof,  or shareholders  entitled to receive
payment of any dividend or in order to make a determination  of shareholders for
any other proper purpose,  the Board of Directors of the corporation may provide
that the share  transfer  books shall be closed,  for the purpose of determining
shareholders  entitled  to notice of or to vote at such  meeting,  but not for a
period  exceeding  fifty (50) days.  -If the share transfer books are closed for
the purpose of determining shareholders entitled to notice of or to vote at such
meeting,  such  books  shall be closed  for at least  ten (10) days  immediately
preceding such meeting.

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         In lieu of closing the share transfer books, 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 fifty (50) and, in case
of a meeting of  shareholders,  not less than ten (10) days prior to the date on
which the particular  action requiring such  determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the  determination  of  shareholders  entitled  to notice of or to vote at a
meeting or to receive  payment of a  dividend,  the date on which  notice of the
meeting is mailed or the date on which the  resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such  determination  of  shareholders.  When a determination of shareholders
entitled  to vote at any  meeting of  shareholders  has been made as provided in
this Section, such determination shall apply to any adjournment thereof. Failure
to comply with this Section shall not affect the validity of any action taken at
a meeting of shareholders.

         Section 2.07 Voting  Lists.   The  officer or agent of the  corporation
having charge of the share  transfer books for shares of the  corporation  shall
make,  at least ten (10) days before each  meeting of  shareholders,  a complete
list of the  shareholders  entitled to vote at such  meeting or any  adjournment
thereof,  arranged in alphabetical order, with the address of, and the number of
shares  held by each,  which  list,  for a period of ten (10) days prior to such
meeting,  shall be kept on file at the registered  office of the corporation and
shall be subject to inspection by any  shareholder  during the whole time of the
meeting.  The original  share  transfer book shall be prima facie evidence as to
the shareholders who are entitled to examine such list or transfer books,, or to
vote at any meeting of shareholders.

         Section 2.08 Quorum.    One-half  of  the  total  voting  power  of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy,  shall  constitute  a quorum at a meeting  of the  shareholders.  If a
quorum is present,  the  affirmative  vote of the  majority of the voting  power
represented  by shares at the meeting and entitled to vote on the subject  shall
constitute  action by the  shareholders,  unless the vote of a greater number or
voting by classes is required by the laws of the state of  incorporation  of the
corporation  or the  Articles  of  Incorporation.  If less than  one-half of the
outstanding  voting power is represented at a meeting,  a majority of the voting
power represented by shares so present 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 noticed.

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         Section  2.09  Voting  of  Shares.   Each  outstanding   share  of  the
corporation  entitled  to vote  shall be  entitled  to one  vote on each  matter
submitted  to vote at a meeting of  shareholders,  except to the extent that the
voting rights of the shares of any class or series of stock are  determined  and
specified as greater or lesser than one vote per share in the manner provided by
the Articles of Incorporation.

         Section  2.10  Proxies.  At  each  meeting  of the  shareholders,  each
shareholder  entitled  to vote shall be  entitled to vote in person or by proxy;
provided,  however, that the right to vote by proxy shall exist only in case the
instrument  authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such shares, as the case may be, as shown on
the share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument  authorizing a proxy to act shall be
delivered at the beginning of such meeting to the  secretary of the  corporation
or to such other officer or person who may, in the absence of the secretary,  be
acting as secretary of the meeting.  In the event that any such instrument shall
designate  two or more  persons to act as proxies,  a majority  of such  persons
present at the meeting,  or if only one be present,  that one shall  (unless the
instrument  shall  otherwise  provide)  have all of the powers  conferred by the
instrument on all persons so  designated.  Persons  holding stock in a fiduciary
capacity  shall be  entitled to  vote_the  shares so held and the persons  whose
shares are  pledged  shall be entitled  to vote,  unless in the  transfer by the
pledge  or on the  books  of the  corporation  he or she  shall  have  expressly
empowered the pledgee to vote thereon,  in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.

         Section  2.11. Written  Consent  to  Action  by  Shareholders.   Unless
otherwise  provided in the Corporation's  Articles of Incorporation,  any action
required or permitted to be taken at a meeting of the  Shareholders may be taken
without a meeting if, before or after the action,  a written  consent thereto is
signed by Shareholders  holding at least a majority of the voting power,  except
that if a different  proportion of voting power is required for such action at a
meeting,  then that proportion of written  consents is required.  In no instance
where action is authorized by written  consent need a meeting of Shareholders be
called or notice given.

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                                   ARTICLE III
                                    DIRECTORS

         Section  3.01  General Powers. The property,  affairs,  and business of
the  corporation  shall be  managed  by its  Board of  Directors.  The  Board of
Directors may exercise all the powers of the  corporation  whether  derived from
law or the Articles of Incorporation,  except such powers as are by statute,  by
the  Articles  of  Incorporation  or by  these  Bylaws,  vested  solely  in  the
shareholders of the corporation.

         Section  3.02  Number,Term, and Qualifications.  The Board of Directors
shall  consist of three to nine  persons.  Increases or decreases to said number
may be made, within the numbers authorized by the Articles of Incorporation,  as
the Board of Directors  shall from time to time  determine by amendment to these
Bylaws.  An  increase or a decrease in the number of the members of the Board of
Directors  may also be had upon  amendment to these Bylaws by a majority vote of
all of the  shareholders,  and the number of  directors  to be so  increased  or
decreased shall be fixed upon a majority vote of all of the  shareholders of the
corporation.  Each director  shall hold office until the next annual  meeting of
shareholders  of the  corporation and until his or her successor shall have been
elected and shall have  qualified.  Directors need not be residents of the state
of incorporation or shareholders of the corporation.

         Section  3.03  Classification  of  Directors.  In lieu of electing  the
entire number of directors annually, the Board of Directors may provide that the
directors  be  divided  into  either two or three  classes,;each  class to be as
nearly equal in number as possible,  the term of office of the  directors of the
first class to expire at the first annual  meeting of  shareholders  after their
election,  that of the second class to expire at the second annual meeting after
their  election,  and that of the third  class,  if any,  to expire at the third
annual  meeting  after  their  election.  At  each  annual  meeting  after  such
classification,  the number of directors  equal to the number of the class whose
term expires at the time of such  meeting  shall be elected to hold office until
the second  succeeding  annual  meeting,  if there be two classes,  or until the
third succeeding annual meeting, if there be three classes.

         Section  3.04  Regular  Meetings.  A  regular  meeting  of the Board of
Directors  shall be held  without  other  notice  than  this  bylaw  immediately
following,  and at the same place as, the annual  meeting of  shareholders.  The

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Board of Directors may provide by resolution  the time and place,  either within
or without the state of  incorporation,  for the holding of  additional  regular
meetings without other notice than such resolution.

         Section  3.05  Special  Meetings.  Special  meetings  of the  Board  of
Directors may be called by or at the request of the president,  vice  president,
or any two directors.  The person or persons authorized to call special meetings
of the Board of Directors may fix any place,  either within or without the state
of  incorporation,  as the place for holding any special meeting of the Board of
Directors called by them.

         Section  3.06  Meetings by Telephone  Conference  Call.  Members of the
Board of Directors may  participate  in a meeting of the Board of Directors or a
committee of the Board of Directors by means of conference  telephone or similar
communication  equipment  by means of which  all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Section shall constitute presence in person at such meeting.

         Section  3.07  Notice.  Notice of any special meeting shall be given at
least ten (10) days prior  thereto by written  notice  delivered  personally  or
mailed to each director at his or her regular business address or residence,  or
by  telegram.  If  mailed,  such  notice  shall be deemed to be  delivered  when
deposited in the United States mail so addressed,  with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the  telegram is delivered  -to the  telegraph  company.  Any director may waive
notice of any meeting.  Attendance of a director at a meeting shall constitute a
waiver of notice of such  meeting,  except  where a  director  attends a meeting
solely for the express  purpose of objecting to the  transaction of any business
because the meeting is not lawfully called or convened.

         Section  3.08  Quorum.  A  majority  of the number of  directors  shall
constitute a quorum for the  transaction of business at any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority of
the directors  present may adjourn the meeting from time to time without further
notice.

         Section  3.09  Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors, and the individual directors shall have no power as such.

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         Section  3.10  Vacancies  and  Newly  Created   Directorship.   If  any
vacancies shall occur in the Board of Directors by reason of death,  resignation
or otherwise,  or if the number of directors  shall be increased,  the directors
then in  office  shall  continue  to act and such  vacancies  or  newly  created
directorships shall be filled by a vote of the directors then in office,  though
less than a quorum,  in any way approved by the meeting.  Any directorship to be
filled by reason of removal of one or more directors by the  shareholders may be
filled by election by the  shareholders  at the meeting at which the director or
directors are removed.

         Section  3.11  Compensation.  By  resolution of the Board of Directors,
the directors may be paid their expenses,  if any, of attendance at each meeting
of the Board of  Directors,  and may be paid a fixed sum for  attendance at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.

         Section  3.12  Presumption of Assent. A director of the corporation who
is  present  at a  meeting  of the  Board of  Directors  at which  action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his or her or her dissent shall be entered in the minutes of the meeting,
unless he or she shall file his or her or her  written  dissent  to such  action
with the person  acting as the  secretary of the meeting  beforethe  adjournment
thereof,  or shall forward such dissent by  registered or certified  mail to the
secretary of the corporation  immediately  after the adjournment of the meeting.
Such right to dissent  shall not apply to a director  who voted in favor of such
action.

         Section  3.13  Resignations.  A  director  may  resign  at any  time by
delivering a written resignation to either the president, a vice president,  the
secretary,  or  assistant  secretary,  if  any.  The  resignation  shall  become
effective on its  acceptance  by the Board of Directors;  provided,  that if the
board  has not  acted  thereon  within  ten days  from the date  presented,  the
resignation shall be deemed accepted.

         Section  3.14  Written  Consent  to Action  by  Directors.  Any  action
required to be taken at a meeting of the  directors  of the  corporation  or any

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         other action  which may be taken at a meeting of the  directors or of a
committee,  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,  or all of
the members of the  committee,  as the case may be. Such consent  shall have the
same legal  effect as a unanimous  vote of all the  directors  or members of the
committee.

         Section 3.15 Removal.  At a meeting  expressly called for that purpose,
one or more  directors  may be removed by a vote of a majority  of the shares of
outstanding  stock  of the  corporation  entitled  to  vote  at an  election  of
directors.

                                   ARTICLE IV
                                    OFFICERS

         Section  4.01  Number.  The  officers  of the  corporation  shall  be a
president, one or more vice-presidents,  as shall be determined by resolution of
the Board of Directors, a secretary, a treasurer, and such other officers as may
be appointed by the Board of Directors.  The Board of Directors  may elect,  but
shall  not be  required  to  elect,  a  chairman  of the  board and the Board of
Directors may appoint a general manager.

         Section  4.02  Election,  Term  of  Office,  and  Qualifications.   The
officers  shall be chosen  by the  Board of  Directors  annually  at its  annual
meeting.  In the event of failure to choose officers at an annual meeting of the
Board of Directors,  officers may be chosen at any regular or special meeting of
the Board of Directors.  Each such officer  (whether chosen at an annual meeting
of the Board of Directors to fill a vacancy or otherwise) shall hold' his or her
office until the next ensuing annual meeting of the Board of Directors and until
his or her successor  shall have been chosen and qualified,  or until his or her
death,  or until his or her  resignation  or removal in the manner  provided  in
these Bylaws.  Any one person may hold any two or more of such  offices,  except
that the president  shall not also be the  secretary.  No person  holding two or
more offices shall act in or execute any instrument in the capacity of more than
one office. The chairman of the board, if any, shall be and remain a director of
the corporation during the term of his or her office. No other officer need be a
director.

         Section  4.03  Subordinate  Officers, Etc. The Board of Directors  from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such  title,  hold  office  for such  period,  have such

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authority,  and perform such duties as the Board of Directors  from time to time
may  determine.  The Board of  Directors  from time to time may  delegate to any
officer or agent the power to appoint any such subordinate officer or agents and
to prescribe their respective titles, terms of office, authorities,  and duties.
Subordinate officers need not be shareholders or directors.

         Section  4.04  Resignations.  Any  officer  may  resign  at any time by
delivering a written  resignation to the Board of Directors,  the president,  or
the secretary.  Unless otherwise specified therein,  such resignation shall take
effect on delivery.

         Section  4.05  Removal.  Any officer may be removed  from office at any
special  meeting  of the Board of  Directors  called  for that  purpose  or at a
regular meeting, by vote of a majority of the directors,  with or without cause.
Any officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

         Section  4.06  Vacancies  and Newly  Created  Offices.  If any  vacancy
shall   occur  in  any  office  by  reason   of~death,   resignation,   removal,
disqualification,  or any other cause, or if a new office shall be created, then
such vacancies or new created offices may be filled by the Board of Directors at
any regular or special meeting.

         Section  4.07  The Chairman of the Board. The Chairman of the Board, if
there be,,such an officer, shall have the following powers and duties.

         (a)  He or she shall preside at all shareholders' meetings;

         (b)  He or she shall preside at all meetings of the Board of Directors;
and

         (c)  He or she shall be a member of the executive committee, if any.

         Section  4.08  The President. The  president  shall have the  following
powers and duties:

         (a)  If no general manager has been  appointed,  he or she shall be the
chief executive officer of the corporation, and, subject to the direction of the
Board of  Directors,  shall have general  charge of the business,  affairs,  and
property  of  the  corporation  and  general   supervision  over  its  officers,
employees, and agents;

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         (b)  If no chairman of the board has been chosen, or if such officer is
absent or disabled,  he or she shall preside at meetings of the shareholders and
Board of Directors;

         (c)  He or she shall be a member of the executive committee, if any;

         (d)  He or she shall be  empowered  to sign  certificates  representing
shares of the  corporation,  the issuance of which shall have been authorized by
the Board of Directors; and

         (e)  He or she  shall  have all  power and  shall  perform  all  duties
normally  incident  to the office of a  president  of a  corporation,  and shall
exercise  such other  powers and perform  such other duties as from time to time
may be assigned to him or her by the Board of Directors.

         Section  4.09  The Vice  Presidents.  The Board of Directors  may, from
time to time,  designate and elect one or more vice presidents,  one of whom may
be designated to serve as executive vice  president.  Each vice president  shall
have such powers and perform such duties as from time to time may be assigned to
him or her by the Board of Directors or the president.  At the request or in the
absence or disability of the president,  the executive vice president or, in the
absence or  disability  of the  executive  vice  president,  the vice  president
designated by the Board of Directors or (in the absence of such  designation  by
the Board of Directors) by the president, the senior vice president, may perform
all the duties of the president,  and when so acting,  shall have all the powers
of, and be subject to all the restrictions upon, the president.

         Section  4.10  The  Secretary. The secretary  shall have the  following
powers and duties:

         (a)  He or she  shall  keep or cause to be kept a record  of all of the
proceedings of the meetings of the shareholders and of the board or directors in
books provided for that purpose;

         (b)  He or she shall cause all  notices to be duly given in  accordance
with the provisions of these Bylaws and as required by statute;

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         (c)  He or she shall be the custodian of the records and of the seal of
the  corporation,  and shall  cause  such seal (or a  facsimile  thereof)  to be
affixed to all certificates  representing shares of the corporation prior to the
issuance thereof and to all instruments, the execution of which on behalf of the
corporation  under its seal shall have been duly  authorized in accordance  with
these Bylaws, and when so affixed, he or she may attest the same;

         (d)  He or she  shall  assume  that  the  books,  reports,  statements,
certificates,  and other documents and records  required by statute are properly
kept and filed;

         (e)  He or she shall have charge of the share books of the  corporation
and cause the share  transfer  books to be kept in such manner as to show at any
time the  amount of the  shares of the  corporation  of each  class  issued  and
outstanding,  the_manner in which and the time when such stock was paid for, the
names  alphabetically  arranged  and the  addresses  of the  holders  of  record
thereof, the number of shares held by each holder and time when each became such
holder or record;  and he or she shall  exhibit at all  reasonable  times to any
director, upon application,  the original or duplicate share register. He or she
shall  cause the share book  referred  to in Section  6.04 hereof to be kept and
exhibited at the principal office of the corporation,  or at such other place as
the Board of  Directors  shall  determine,  in the manner  and for the  purposes
provided in such Section;

         (f)  He or she shall be  empowered  to sign  certificates  representing
shares of the  corporation,  the issuance of which shall have been authorized by
the Board of Directors; and

         (g)  He or she shall  perform in general  all  duties  incident  to the
office of  secretary  and such other  duties as are given to him or her by these
Bylaws  or as from  time to time may be  assigned  to him or her by the Board of
Directors or the president.

         Section  4.11  The Treasurer. The  treasurer  shall have the  following
powers and duties:

         (a)  He  or  she  shall  have  charge  and  supervision   over  and  be
responsible  for the monies,  securities,  receipts,  and  disbursements  of the
corporation;

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         (b)  He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the  corporation in
such banks or trust companies or with such banks or other  depositories as shall
be selected in accordance with Section 5.03 hereof;

         (c)  He or  she  shall  cause  the  monies  of  the  corporation  to be
disbursed by checks or drafts  (signed as provided in Section 5.04 hereof) drawn
on the authorized  depositories  of the  corporation,  and cause to be taken and
preserved property vouchers for all monies disbursed;

         (d)  He or she shall.render to the Board of Directors or the president,
whenever  requested,  a statement of the financial  condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;

         (e)  He or she shall cause to be kept  correct  books of account of all
the business and  transactions  of the corporation and exhibit such books to any
director on request during business hours;

         (f)  He or she shall be empowered from time to time to require from all
officers  or  agents  of  the  corporation  reports  or  statements  given  such
information  as he or she may  desire  with  respect  to any  and all  financial
transactions of the corporation; and

         (g)  He or she shall  perform in general  all  duties  incident  to the
office of  treasurer  and such other  duties as are given to him or her by these
Bylaws  or as from  time to time may be  assigned  to him or her by the Board of
Directors or the president.

         Section  4.12  General Manager.  The Board of Directors  may employ and
appoint  a  general  manager  who may,  or may not,  be one of the  officers  or
directors  of the  corporation.  The  general  manager,  if any  shall  have the
following powers and duties:

         (a)  He or she shall be the chief executive  officer of the corporation
and,  subject to the  directions of the Board of  Directors,  shall have general
charge of the  business  affairs  and  property of the  corporation  and general
supervision over its officers, employees, and agents:

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         (b)  He or she shall be charged with the  exclusive  management  of the
business of the corporation and of all of its dealings, but at all times subject
to the control of the Board of Directors;

         (c)  Subject to the approval of the Board of Directors or the executive
committee,  if any, he or she shall employ all employees of the corporation,  or
delegate such  employment to subordinate  officers,  and shall have authority to
discharge any person so employed; and

         (d)  He or she shall make a report to the  president  and  directors as
often as required,  setting forth the results of the operations under his or her
charge,  together with suggestions  looking toward improvement and betterment of
the  condition of the  corporation,  and shall  perform such other duties as the
Board of Directors may require.

         Section  4.13  Salaries.  The salaries  and other  compensation  of the
officers  of the  corporation  shall be fixed  from time to time by the Board of
Directors,  except  that the Board of  Directors  may  delegate to any person or
group of persons  the power to fix the  salaries  or other  compensation  of any
subordinate  officers or agents  appointed in accordance  with the provisions of
Section  4.03 hereof.  No officer  shall be prevented  from  receiving  any such
salary or  compensation  by reason of the fact that he or she is also a director
of the corporation.

         Section  4.14  Surety Bonds.  In case the Board of  Directors  shall so
require,  any  `%officer  or  agent  of the  corporation  shall  execute  to the
corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct,  conditioned  upon the faithful  performance of his or her
duties to the corporation,  including  responsibility for negligence and for the
accounting of all property,  monies,  or securities of the corporation which may
come into his or her hands.

                                    ARTICLE V
                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

         Section  5.01  Execution  of  Instruments.  Subject  to any  limitation
contained in the Articles of Incorporation or these Bylaws, the president or any
vice president or the general manager, if any, may, in the name and on behalf of

                                       13
<PAGE>

the corporation, execute and deliver any contract or other instrument authorized
in writing by the Board of Directors. The Board of Directors may, subject to any
limitation  contained  in the  Articles  of  Incorporation  or in these  Bylaws,
authorize  in writing any officer or agent to execute and  delivery any contract
or other  instrument  in the name and on  behalf  of the  corporation;  any such
authorization may be general or confined to specific instances.

         Section  5.02  Loans.  No loans or  advances  shall  be  contracted  on
behalf  of the  corporation,  no  negotiable  paper  or  other  evidence  of its
obligation  under  .any loan or  advance  shall be  issued  in its name,  and no
property  of  the  corporation  shall  be  mortogaged,   pledged,  hypothecated,
transferred,  or  conveyed as  security  for the  payment of any loan,  advance,
indebtedness,  or liability of the corporation,  unless and except as authorized
by the Board of Directors.  Any such authorization may be general or confined to
specific instances.

         Section  5.03  Deposits. All monies of the  corporation  not  otherwise
employed shall be deposited from time to time to its credit in such banks and or
trust  companies.or  with such  bankers  or other  depositories  as the Board of
Directors may select,  or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors.

         Section  5.04  Checks, Drafts,  Etc.  All notes,  drafts,  acceptances,
checks, endorsements,  and, subject to the provisions of these Bylaws, evidences
of indebtedness of the corporation,  shall be signed by such officer or officers
or such agent or agents of the  corporation  and in such  manner as the Board of
Directorstrom time to time may determine. Endorsements for deposit to the credit
of the corporation in any of its duly authorized  depositories  shall be in such
manner as the Board of Directors from time to time may determine.

         Section  5.05  Bonds and Debentures. Every bond or debenture  issued by
the corporation  shall be evidenced by an appropriate  instrument which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation.  The seal may be a facsimile,  engraved or printed.
Where such bond or debenture is  authenticated  with the manual  signature of an
authorized  officer  of the  corporation  or  other  trustee  designated  by the
indenture of trust or other agreement  under which such security is issued,  the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed,  or whose  facsimile  signature has been used on

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<PAGE>

any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the  corporation,  such bond or
debenture  may  nevertheless  be  adopted  by the  corporation  and  issued  and
delivered as through the person who signed it or whose  facsimile  signature has
been used thereon had not ceased to be such officer.

         Section  5.06  Sale, Transfer, Etc. of  Securities.  Sales,  transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing  in the name of the  corporation,  and the  execution  and  delivery on
behalf of the corporation of any and all instruments in writing  incident to any
such sale,  transfer,  endorsement,  or  assignment,  shall be  effected  by the
president;  or ,by any vice  president,  together with the secretary,  or by any
officer or agent thereunto authorized by the Board of Directors.

         Section  5.07  Proxies. Proxies to vote with respect to shares of other
corporations  owned  by or  standing  in the  name of the  corporation  shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.

                                   ARTICLE VI
                                 CAPITAL SHARES

         Section  6.01  Share  Certificates.  Every  holder  of  shares  in  the
corporation   shall  be   entitled  to  have  a   certificate,   signed  by  the
presideri:t;or any vice president and the secretary or assistant secretary,  and
sealed  with the seal  (which may be a  facsimile,  engraved  or printed) of the
corporation,  certifying the number and kind, class or series of shares owned by
him or her in the corporation;  provided, however, that where such a certificate
is countersigned by (a) a transfer agent or an assistant  transfer agent, or (b)
registered by a registrar, the signature of any such president,  vice president,
secretary,  or assistant  secretary may be a facsimile.  In case any officer who
shall have signed,  or whose facsimile  signature or signatures  shall have been
used on any such certificate, shall cease to be such officer of the corporation,
for any reason, before the delivery of such certificate by the corporation, such
certificate  may  nevertheless  be adopted by the  corporation and be issued and
delivered  as though the person who signed it, or whose  facsimile  signature or
signatures  shall have been used  thereon,  has not  ceased to be such  officer.

                                       15
<PAGE>

Certificates  representing  shares of the  corporation  shall be in such form as
provided by the statutes of the state of  incorporation.  There shall be entered
on the share books of the corporation at the time of issuance of each share, the
number of the certificate  issued, the name and address of the person owning the
shares represented thereby, the number and kind, class or series of such shares,
and the date of issuance thereof. Every certificate exchanged or returned to the
corporation shall be marked "Canceled" with the date of cancellation.

         Section  6.02  Transfer   of  Shares.   Transfers   of  shares  of  the
corporation  shall be made on the  books of the  corporation  by the  holder  of
record thereof,  or by his or her attorney  thereunto duly authorized by a power
of  attorney  duly  executed  in  writing  and filed with the  secretary  of the
corporation or any of its transfer  agents,  and on surrender of the certificate
or  certificates,  properly  endorsed or  accompanied  by proper  instruments of
transfer,  representing such shares.  Except as provided by law, the corporation
and  transfer  agents and  registrars,  if any,  shall be  entitled to treat the
holder of record of any stock as the absolute  owner  thereof for all  purposes,
and accordingly,  shall not be bound to recognize any legal, equitable, or other
claim to or interest in such shares on the part of any other  person  whether or
not it or they shall have express or other notice thereof.

         Section  6.03  Regulations.  Subject to the  provisions of this Article
VI and of the Articles of  Incorporation,  the Board of Directors  may make such
rules  and  regulations  as they may deem  expedient  concerning  the  issuance,
transfer,  redemption,  and  registration  of  certificates  for  shares  of the
corporation.

         Section  6.04  Maintenance  of  Stock  Ledger  at  Principal  Place  of
Business.  A share book (or books where more than one kind,  class, or series of
stock is  outstanding)  shall be kept at the principal  place of business of the
corporation,  or at such other place as the Board of Directors shall  determine,
containing the names,  alphabetically  arranged, of original shareholders of the
corporation,  their addresses,  their interest, the amount paid on their shares,
and all transfers  thereof and the number and class of shares held by each. Such
share books shall at all  reasonable  hours be subject to  inspection by persons
entitled by law to inspect the same.

         Section  6.05  Transfer Agents and  Registrars.  The Board of Directors
may appoint one or more transfer  agents and one or more registrars with respect
to the certificates representing

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<PAGE>

shares of the  corporation,  and may require all such  certificates  to bear the
signature of either or both. The Board of Directors may from time to time define
the respective duties of such transfer agents and registrars. No certificate for
shares shall be valid until  countersigned  by a transfer  agent, if at the date
appearing  thereon the  corporation  had a transfer  agent for such shares,  and
until registered by a registrar, if at such date the corporation had a registrar
for such shares.

         Section  6.06  Closing of Transfer Books and Fixing of Record Date.

         (a)  The Board of  Directors  shall have power to close the share books
of the  corporation  for a period of not to exceed 50 days preceding the date of
any meeting of  shareholders,  or the date for payment of any  dividend,  or the
date for the allotment of rights,  or capital shares shall go into effect,  or a
date in connection with obtaining the consent of shareholders for any purpose.

         (b)  In lieu of closing  the share  transfer  books as  aforesaid,  the
Board of Directors may fix in advance a date,  not  exceeding 50 days  preceding
the date of any  meeting  of  shareholders,  or the date for the  payment of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion or exchange of capital  shares shall go into effect,  or a date in
connection  with  obtaining  any  such  consent,   as  a  record  date  for  the
determination of the  shareholders  entitled to a notice of, and to vote at, any
such meeting and any adjournment  thereof, or entitled to receive payment of any
such dividend,  or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or, exchange of capital stock, or to give
such consent.

         (c)  If the share  transfer  books shall be closed or a record date set
for the purpose of determining  shareholders entitled to notice of or to vote at
a meeting of  shareholders,  such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.

         Section  6.07  Lost or  Destroyed  Certificates.  The  corporation  may
issue  a new  certificate  for  shares  of  the  corporation  in  place  of  any
certificate  theretofore  issued by it,  alleged to have been lost or destroyed,
and the Board of Directors may, in its discretion, require the owner of the lost
or  destroyed  certificate  or his or her  legal  representatives,  to give  the

                                       17
<PAGE>

corporation a bond in such form and amount as the Board of Directors may direct,
and with  such  surety or  sureties  as may be  satisfactory  to the  board,  to
indemnify  the  corporation  and its  transfer  agents and  registrars,  if any,
against any claims  that may be made  against it or any such  transfer  agent or
registrar on account of the issuance of such new certificate.  A new certificate
may be issued  without  requiring any bond when, in the judgment of the Board of
Directors, it is proper to do so.

         Section  6.08  No   Limitation   on  Voting   Rights;   Limitation   on
Dissenter's  Rights.  To the extent  permissible under the applicable law of any
jurisdiction  to which  the  corporation  may  become  subject  by reason of the
conduct of business, the ownership of assets, the residence of shareholders, the
location of offices or facilities, or any other item, the corporation elects not
to be governed by the  provisions  of any  statute  that (i) limits,  restricts,
modified,  suspends,   terminates,  or  otherwise  affects  the  rights  of  any
shareholder  to cast one vote for each share of common stock  registered  in the
name of such  shareholder  on the books of the  corporation,  without  regard to
whether such shares were  acquired  directly  from the  corporation  or from any
other  person and without  regard to whether such  shareholder  has the power to
exercise or direct the exercise of voting  power over any  specific  fraction of
the shares of common stock of the  corporation  issued and  outstanding  or (ii)
grants  to any  shareholder  the  right to have  his or her  stock  redeemed  or
purchased by the corporation or any other  shareholder on the acquisition by any
person or group of persons of shares of the corporation.  In particular,  to the
extent permitted under the laws of the state of  incorporation,  the corporation
elects not to be governed by any ':such  provision,  including the provisions of
the  Nevada  Control  Share   Acquisitions  Act,  Sections  78.378  to  78.3793,
inclusive,  of the Nevada Revised Statutes,  or any statute of similar effect or
tenor.

                                   ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

         Section  7.01  How Constituted. The Board of Directors may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate,  each of which  committees  shall consist of two or more directors.
Members of the  executive  committee and of any such other  committees  shall be
designated  annually at the annual meeting of the Board of Directors;  provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive  committee  or any  other  committee.  Each  member  of the  executive

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<PAGE>

committee  and of  any  other  committee  shall  hold  office  until  his or her
successor  shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

         Section  7.02  Powers.  During the  intervals  between  meetings of the
Board of  Directors,  the  executive  committee  shall have and may exercise all
powers of the Board of Directors in the  management  of the business and affairs
of the  corporation,  except  for the  power to fill  vacancies  in the Board of
Directors or to amend these Bylaws, and except for such powers as by law may not
be delegated by the Board of Directors to an executive committee.

         Section  7.03  Proceedings.  The  executive  committee,  and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording  officer or officers,  and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its  proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.

         Section  7.04  Quorum  and  Manner of  Acting.  At all  meeting  of the
executive committee, and of such other committees as may be designated hereunder
by the Board of Directors,  the presence of members  constituting  a majority of
the  total  authorized  membership  of the  committee  shall  be  necessary  and
sufficient to constitute a quorum for the  transaction of business,  and the act
of a majority of the members present at any meeting at which a quorum is present
shall. be the act of such committee. The members of the executive committee, and
of  such  other  committees  as may be  designated  hereunder  by the  Board  of
Directors,  shall act only as a committee  and the  individual  members  thereof
shall have no powers as such.

         Section  7.05  Resignations. Any member of the executive committee, and
of  such  other  committees  as may be  designated  hereunder  by the  Board  of
Directors,  may resign at any time by delivering a written resignation to either
the  president,  the  secretary,  or assistant  secretary,  or to the  presiding
officer of the committee of which he or she is a member,  if any shall have been
appointed  and shall be in  office.  Unless  otherwise  specified  herein,  such
resignation shall take effect on delivery.

                                       19
<PAGE>

         Section  7.06  Removal.  The Board of Directors  may at any time remove
any member of the executive committee or of any other committee designated by it
hereunder either for or without cause.

         Section  7.07  Vacancies. If any vacancies shall occur in the executive
committee  or of any  other  committee  designated  by the  Board  of  Directors
hereunder,  by reason  of  disqualification,  death,  resignation,  removal,  or
otherwise,  the  remaining  members  shall,  until the filling of such  vacancy,
constitute the then total authorized  membership of the committee and,  provided
that two or more  members are  remaining,  continue to act.  Such vacancy may be
filled at any meeting of the Board of Directors.

         Section  7.08  Compensation.  The Board of Directors  may allow a fixed
sum and expenses of attendance to any member of the executive  committee,  or of
any other  committee  designated by it hereunder,  who is not an active salaried
employee of the corporation for attendance at each meeting of said committee.

                                  ARTICLE VIII
                         INDEMNIFICATION, INSURANCE, AND
                         OFFICER AND DIRECTOR CONTRACTS

         Section  8.01  Indemnification: Third Party  Actions.  The  corporation
shall  have  the  power  to  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending,  or completed action,
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he or she 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, or agent of another corporation,
partnership,  joint  venture,  trust,  or  other  enterprise,  against  expenses
(including  attorneys'  fees)  judgments,  fines, and amounts paid in settlement
actually  and  reasonably  incurred  by him or her in  connection  with any such
action, suit or proceeding,  if he or she acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit, or proceeding by judgment,  order, settlement,  conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that the person did not act in good faith and in a manner  which he
or she reasonably  believed to be in or not opposed to the best interests of the

                                       20
<PAGE>

corporation,  and with respect to any criminal  action or proceeding,  he or she
had reasonable cause to believe that his or her conduct was unlawful.

         Section  8.02  Indemnification:   Corporate  Actions.  The  corporation
shall  have  the  power  to  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she 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, or agent of another corporation,  partnership,
joint  venture,   trust,  or  other  enterprise,   against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement  of such  action or suit,  if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation,  except that no indemnification  shall
be made in  respect  of any  claim,  issue,  or matter as to which such a person
shall  have been  adjudged  to be liable for  negligence  or  misconduct  in the
performance of his or her duty to the corporation, unless and only to the extent
that the  court in which the  action  or suit was  brought  shall  determine  on
application  that,  despite the  adjudication  of  liability  but in view of all
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

         Section  8.03  Determination.  To the extent that a director,  officer,
employee,  or agent of the  corporation  has been  successful  on the  merits or
otherwise in defense of any action,  suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim,  issue, or matter therein,  he
or she  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and  reasonably  incurred by him or her in  connection  therewith.  Any
other  indemnification under Sections 8.01 and 8.02 hereof, shall be made by the
corporation upon a determination that indemnification of the officer,  director,
employee,  or agent is proper in the circumstances because he or she has met the
applicable  standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination  shall be made either (i) by the Board of  Directors by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit, or proceeding;  or (ii) by independent legal counsel on a written opinion;
or (iii) by the  shareholders  by a majority vote of a quorum of shareholders at
any meeting duly called for such purpose.

                                       21
<PAGE>

         Section  8.04  General Indemnification. The indemnification provided by
this Section shall not be deemed exclusive of any other indemnification  granted
under  any  provision  of  any  statute,   in  the  corporation's   Articles  of
Incorporation,  these Bylaws,  agreement,  vote of shareholders or disinterested
directors,  or otherwise,  both as to action in his or her official capacity and
as to action in another  capacity while holding such office,  and shall continue
as to a person who has ceased to be a director, officer, employee, or agent, and
shall  inure to the  benefit  of the heirs and legal  representatives  of such a
person.

         Section  8.05  Advances.  Expenses  incurred  in  defending  a civil or
criminal action, suit, or proceeding as contemplated in this Section may be paid
by the corporation in advance of the final disposition of such action,  suit, or
proceeding  upon a majority  vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,  officers,  employee,
or agent to repay such amount or amounts  unless if it is ultimately  determined
that  he or she is to  indemnified  by the  corporation  as  authorized  by this
Section.

         Section  8.06  Scope of Indemnification. The indemnification authorized
by this  Section  shall  apply to all present  and future  directors,  officers,
employees,  and agents of the  corporation and shall continue as to such persons
who ceases to be directors,  officers,  employees, or agents of the corporation,
and shall ;inure to the benefit of the heirs,  executors,  and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.

         Section  8.07. Insurance.   The  corporation  may purchase and maintain
insurance on behalf of any person who is or was a director,  employee,  or agent
of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise  against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her  status as such,  whether  or not the  corporation  would  have the power to
indemnify him or her against any such  liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.

                                       22
<PAGE>

                                   ARTICLE IX
                                   FISCAL YEAR

         The fiscal year of the corporation  shall be fixed by resolution of the
Board of Directors.

                                    ARTICLE X
                                    DIVIDENDS

         The  Board  of  Directors  may  from  time  to  time  declare,  and the
corporation may pay,  dividends on its  outstanding  shares in the manner and on
the terms and  conditions  provided by the Articles of  Incorporation  and these
Bylaws.

                                   ARTICLE XI
                                   AMENDMENTS

         All  Bylaws  of  the  corporation,  whether  adopted  by the  Board  of
Directors or the  shareholders,  shall be subject to amendment,  alteration,  or
repeal, and new Bylaws may be made, except that:

         (a)  No Bylaws adopted or amended by the shareholders  shall be altered
or repealed by the Board of Directors.

         (b)  No Bylaws shall be adopted by the Board of  Directors  which shall
require  more than a majority of the voting  shares for a quorum at a meeting of
shareholders,  or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (i) if any Bylaw regulating an impending election of '.directors is
adopted or amended or  repealed  by the Board of  Directors,  there shall be set
forth in, the notice of the next  meeting of  shareholders  for the  election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made;  and (ii) no  amendment,  alteration or repeal of
this Article XI shall be made except by the shareholders.

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<PAGE>

                            CERTIFICATE OF PRESIDENT

         The  undersigned  does hereby certify that he is the President of WORLD
INTERNETWORKS,  INC., a corporation  duly  organized  and existing  under and by
virtue of the laws of the State of Nevada;  that the above and foregoing Amended
Bylaws of s'd  corporation  were duly and  regularly  adopted  as such by the al
Board of Directors of the corporation, acting by unanimous consent, and that the
above and foregoing Amended Bylaws are now in full force and effect.

DATED THIS 13 day of March, 2001.

                                      By: /s/ Steven K. Hansen
                                      ------------------------
                                              Steven K. Hansen, President




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