ASIA WEB HOLDINGS, INC.

                                     BYLAWS

                                   AS AMENDED

                            ARTICLE I - STOCKHOLDERS


        Section 1.       Annual Meeting.
        ---------        --------------

        An annual meeting of the stockholders, for the election of Directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen (13) months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.

        Section 2.       Special Meetings.
        ---------        ----------------

        Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of stockholders of the Corporation
may be called by the President or the Board of Directors pursuant to a
resolution adopted by a majority of the total number of Directors which the
Corporation would have if there were no vacancies on the Board of Directors
(hereinafter the "whole Board").

        Section 3.       Notice of Meetings.
        ---------        ------------------

        Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Act or the Certificate of Incorporation of the
Corporation).

        When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
PROVIDED, HOWEVER, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

        Section 4.       Quorum.
        ---------        ------

        Except as otherwise provided by law, the presence, in person or by
proxy, of the holders of record of shares of capital stock of the Corporation
entitling the holders thereof to cast a majority of the votes entitled to be
cast by the holders of shares of capital stock of the Corporation shall
constitute a quorum at all meetings of the stockholders. Where a separate vote
by a class or classes is required, a majority of the shares of such class or
classes present in person or represented by proxy and entitled to vote shall
constitute a quorum entitled to take action with respect to that vote on that
matter.

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        If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote who
are present, in person or by proxy, may adjourn the meeting to another place,
date, or time.

        If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present in person or by proxy constituting a quorum, then except as
otherwise required by law, those present in person or by proxy at such adjourned
meeting shall constitute a quorum, and all matters shall be determined by a
majority of the votes cast at such meeting.

        Section 5.       Organization.
        ---------        ------------

        Such person as the Board of Directors may have designated or, in the
absence of such a person, the Chairman of the Board of the Corporation or, in
his or her absence, such person as may be chosen by the holders of a majority of
the shares entitled to vote who are present, in person or by proxy, shall call
to order any meeting of the stockholders and act as chairman of the meeting. In
the absence of the Secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman appoints.

        Section 6.       Conduct of Business.
        ---------        -------------------

        (a) The chairman of any meeting of stockholders shall determine the
order of business and the procedures at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seem to him or her in
order. The date and time of the opening and closing of the polls for each matter
upon which the stockholders will vote at the meeting shall be announced at the
meeting.

        (b) At any annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting: (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the Corporation not less than
ninety (90) days prior to the date of the annual meeting; PROVIDED, HOWEVER,
that in the event that less than one hundred (100) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter such
stockholder proposes to bring before the annual meeting: (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting; (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business; (iii) the class and number of shares of the Corporation's capital
stock that are beneficially owned by such stockholder; and (iv) any material
interest of such stockholder in such business. Notwithstanding anything in these
Bylaws to the contrary, no business shall be brought before or conducted at an
annual meeting except in accordance with the provisions of this Section 6(b).
The Officer of the Corporation or other person presiding over the annual meeting
shall, if the facts so warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 6(b) and, if he should so determine, he shall so
declare to the meeting and any such business so determined to be not properly
brought before the meeting shall not be transacted.

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        At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors.

        (c) Only persons who are nominated in accordance with the procedures set
forth in these Bylaws shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders at which directors are to be elected only: (i) by
or at the direction of the Board of Directors; or (ii) by any stockholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 6(c). Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered or mailed
to and received at the principal executive offices of the Corporation not less
than ninety (90) days prior to the date of the meeting; PROVIDED, HOWEVER, that
in the event that less than one hundred (100) days' notice or prior disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth: (i) as to each person whom such stockholder proposes to
nominate for election or re-election as a Director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (ii) as to the stockholder giving
the notice (x) the name and address, as they appear on the Corporation's books,
of such stockholder and (y) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such stockholder. At the request of
the Board of Directors, any person nominated by the Board of Directors for
election as a Director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. The Officer of the Corporation or other person
presiding at the meeting shall, if the facts so warrant, determine that a
nomination was not made in accordance with such provisions and, if he or she
shall so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.

        Section 7.       Proxies and Voting.
        ---------        ------------------

        At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting. Any facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. A proxy shall not be valid for more
than 11 months, unless a longer time is expressly provided therein, and unless
irrevocable, a proxy shall be revocable at will. The grant of a later proxy
revokes any earlier proxy unless the earlier proxy is irrevocable. The presence
at any meeting of any stockholder who has given a proxy does not revoke the
proxy unless the stockholder files written notice of the revocation with the
secretary of the meeting prior to the voting of the proxy or votes the shares
subject to the proxy by written ballot.

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        All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation, may
be made by a voice vote at the meeting; PROVIDED, HOWEVER, that upon demand
therefor by a stockholder entitled to vote or his or her proxy, a stock vote
shall be taken. Every stock vote shall be taken by ballot, each of which shall
state the name of the stockholder or proxy voting and such other information as
may be required under the procedures established for the meeting. The Board of
Directors shall, in advance of any meeting of stockholders, or tabulate of
written consent of Stockholders without a meeting, appoint one or more
inspectors to act at the meeting and make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders or inspections selected by the Board of Directors fail
to qualify, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.

        All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.

        Section 8.       Stock List.
        ---------        ----------

        A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any such stockholder, for any
purpose germane to the meeting, on the date and place of the meeting.

        This list shall presumptively determine the identity of the stockholders
entitled to vote at the meeting and the number of shares held by each of them.

        Section 9.       Consent of Stockholders in Lieu of Meeting.
        ---------        ------------------------------------------

         Any action required or permitted to be taken by the stockholders of the
Corporation at an annual or special meeting of stockholders of the Corporation
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting of which all shares entitled to vote thereon were present and voted and
shall be delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded.

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<PAGE>

                         ARTICLE II - BOARD OF DIRECTORS

        Section 1.       General Powers, Number, Term of Office and Limitations.
        ---------        ------------------------------------------------------

        The business and affairs of the Corporation shall be under the direction
of its Board of Directors. The number of Directors who shall constitute the
whole Board shall be such number as the Board of Directors shall from time to
time have designated, except that in the absence of such designation shall be
eight. Each Director shall hold office until the annual meeting of stockholders
next succeeding his or her election or appointment and until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. The Board of Directors shall annually elect a Chairman of the Board
from among its members who shall, when present, preside at its meetings.

        Section 2.       Resignation and Removal
        ----------       -----------------------

        Any Director or member of a committee of the Board may resign at any
time upon written notice to the Board, the Chairman of the Board, or the
President. Unless specified otherwise in the notice, such resignation shall take
effect upon receipt of the notice by the Board, the Chairman of the Board or the
President. The acceptance of a resignation shall not be necessary to make it
effective. Any Director may be removed, either with or without cause, as
provided by the Delaware General Corporation Law.

        Section 3.       Vacancies and Newly Created Directorships.
        ---------        -----------------------------------------

        Subject to the rights of the holders of any class or series of Preferred
Stock, and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the Directors then in office, though less than a
quorum, and Directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders next succeeding his or her appointment and until
such Director's successor shall have been duly elected and qualified.

        Section 4.       Regular Meetings.
        ---------        ----------------

        Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all Directors. A
notice of each regular meeting shall not be required.

        Section 4.       Special Meetings.
        ---------        ----------------

        Special meetings of the Board of Directors may be called by one-third
(1/3) of the Directors then in office (rounded up to the nearest whole number),
by the Chairman of the Board or the President or, in the event that the Chairman
of the Board or President are incapacitated or otherwise unable to call such
meeting, by the Secretary, and shall be held at such place, on such date, and at
such time as they, or he or she, shall fix. Notice of the place, date, and time
of each such special meeting shall be given each Director by whom it is not
waived by mailing written notice not less than five (5) days before the meeting
or by telegraphing or telexing or by facsimile transmission of the same not less
than twenty-four (24) hours before the meeting. Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a special meeting.

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<PAGE>

        Section 5.       Quorum.
        ---------        ------

        At any meeting of the Board of Directors, a majority of the whole Board
shall constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.

        Section 6.       Participation in Meetings By Conference Telephone.
        ---------        -------------------------------------------------

        Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.

        Section 7.       Conduct of Business.
        ---------        -------------------

        At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the Directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.

        Section 8.       Powers.
        ---------        ------

        The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation.

        Section 9.       Compensation of Directors.
        ---------        -------------------------

        Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as Directors,
including, without limitation, their services as members of committees of the
Board of Directors.

                            ARTICLE III - COMMITTEES

        Section 1.       Committees of the Board of Directors.
        ---------        ------------------------------------

        The Board of Directors may from time to time designate committees of the
Board, with such lawfully delegable powers and duties as it thereby confers, to
serve at the pleasure of the Board and shall, for these committees and any
others provided for herein, elect a Director or Directors to serve as the member
or members, designating, if it desires, other Directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of any member of any committee and any
alternate member in his or her place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may by unanimous vote appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member.

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        Section 2.       Conduct of Business.
        ---------        -------------------

        Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings. The quorum requirements for each such
committee shall be a majority of the members of such committee unless otherwise
determined by the Board of Directors by a majority vote of the Board of
Directors which such quorum determined by a majority of the Board may be
one-third of such members and all matters considered by such committees shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
such committee.

                              ARTICLE IV - OFFICERS

        Section 1.       Generally.
        ---------        ---------

       (a) The Board of Directors as soon as may be practicable after the annual
meeting of stockholders shall choose a Chairman of the Board, Chief Executive
Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer
and from time to time may choose such other officers as it may deem proper. The
Chairman of the Board shall be chosen from among the Directors. Any number of
offices may be held by the same person.

       (b) The term of office of all Officers shall be until the next annual
election of Officers and until their respective successors are chosen but any
Officer may be removed from office at any time by the affirmative vote of a
majority of the authorized number of Directors then constituting the Board of
Directors.

       (c) All Officers chosen by the Board of Directors shall have such powers
and duties as generally pertain to their respective Offices, subject to the
specific provisions of this ARTICLE IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.

       (d) The Board of Directors may, except as otherwise required by law,
remove any Officer of the Corporation with or without cause, and from time to
time, devolve the powers and duties of any Officer upon any other person for the
time being, and to confer upon any Officer of the Corporation the power to
appoint, remove or suspend subordinate officers, employees and agents.

        Section 2.       Chairman of the Board of Directors.
        ---------        ----------------------------------

        The Chairman of the Board shall, subject to the provisions of these
Bylaws and to the direction of the Board of Directors, serve in general
executive capacity and unless the Board has designated another person, when
present, shall preside at all meetings of the stockholders of the Corporation.
The Chairman of the Board shall perform all duties and have all powers which are
commonly incident to the office of Chairman of the Board or which are delegated
to him or her by the Board of Directors. He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized.

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        Section 3.       Chief Executive Officer.
        ---------        -----------------------

        The Chief Executive Officer shall have general and active management,
supervision, direction, and control of the business of the Company. He or she
shall assist the Chairman of the Board in the management of the Company and in
the absence or disability of or upon the delegation by the Chairman of the Board
he or she shall preside at all meetings of stockholders and of the Board. He or
she shall report from time to time to the Board all matters within his or her
knowledge which the interest of the Company may require to be brought to the
attention of the Board. The Chief Executive Officer shall have the general
powers and duties of supervision and management usually vested in the office of
chief executive officer of a corporation and shall exercise such powers and
perform such duties as generally pertain or are necessarily incidental to his or
her office and shall have such other powers and perform such other duties as may
be specifically assigned to him or her from time to time by the Board or
Chairman of the Board. Subject to the direction of the Board of Directors, the
Chief Executive Officer shall have power to sign all stock certificates,
contracts and other instruments of the Corporation which are authorized and
shall have general supervision of all of the other Officers (other than the
Chairman of the Board), employees and agents of the Corporation.

        Section 4.       President.
        ---------        ---------

        The President shall perform such duties as may be specifically assigned
to him or her from time to time by the Board, the Chairman of the Board, or the
Chief Executive Officer. In case of the absence or disability of the Chief
Executive Officer, and if the Board, the Chairman of the Board, or the Chief
Executive Officer has so authorized, the President shall perform the duties of
the office of the Chief Executive Officer.

        Section 5.       Vice President.
        ---------        --------------

        The Vice President or Vice Presidents shall perform the duties of the
President in his absence or during his inability to act. In addition, the Vice
Presidents shall perform the duties and exercise the powers usually incident to
their respective offices and/or such other duties and powers as may be properly
assigned to them by the Board of Directors, the Chairman of the Board or the
President. A Vice President or Vice Presidents may be designated as Executive
Vice President or Senior Vice President.

        Section 6.       Secretary.
        ---------        ---------

        The Secretary or Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such office and/or such other duties and powers as are properly
assigned thereto by the Board of Directors, the Chairman of the Board or the
President. Subject to the direction of the Board of Directors, the Secretary
shall have the power to sign all stock certificates.

        Section 7.       Treasurer.
        ---------        ---------

        The Treasurer shall be the Comptroller of the Corporation and shall have
the responsibility for maintaining the financial records of the Corporation. He
or she shall make such disbursements of the funds of the Corporation as are
authorized and shall render from time to time an account of all such
transactions and of the financial condition of the Corporation. The Treasurer
shall also perform such other duties as the Board of Directors may from time to
time prescribe. Subject to the direction of the Board of Directors, the
Treasurer shall have the power to sign all stock certificates.

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        Section 8.       Assistant Secretaries and Other Officers.
        ---------        ----------------------------------------

        The Board of Directors may appoint one or more Assistant Secretaries and
such other Officers who shall have such powers and shall perform such duties as
are provided in these Bylaws or as may be assigned to them by the Board of
Directors, the Chairman of the Board or the President.

        Section 9.      Action with Respect to Securities of Other Corporations.
        ---------       -------------------------------------------------------

        Unless otherwise directed by the Board of Directors, the President or
any Officer of the Corporation authorized by the President shall have power to
vote and otherwise act on behalf of the Corporation, in person or by proxy, at
any meeting of stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.

                                ARTICLE V - STOCK

        Section 1.       Certificates of Stock.
        ---------        ---------------------

        Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the Chairman of the Board or the President, and by
the Secretary or an Assistant Secretary, or any Treasurer or Assistant
Treasurer, certifying the number of shares owned by him or her. Any or all of
the signatures on the certificate may be by facsimile.

        Section 2.       Transfers of Stock.
        ---------        ------------------

        Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these Bylaws,
an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

        Section 3.       Record Date.
        ---------        -----------

        In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; PROVIDED, HOWEVER, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the next day preceding the day
on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment or rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.

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        A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for the
adjourned meeting.

        Section 4.       Lost, Stolen or Destroyed Certificates.
        ---------        --------------------------------------

        In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

        Section 5.       Regulations.
        ---------        -----------

        The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.

                              ARTICLE VI - NOTICES

        Section 1.       Notices.
        ---------        -------

        Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, Director, Officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier. Any such notice shall be addressed to such stockholder, Director,
Officer, employee or agent at his or her last known address as the same appears
on the books of the Corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the notice.

        Section 2.       Waivers.
        ---------        -------

        A written waiver of any notice, signed by a stockholder, Director,
Officer, employee or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, Director, Officer, employee or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.


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<PAGE>


                           ARTICLE VII - MISCELLANEOUS

        Section 1.       Facsimile Signatures.
        ---------        --------------------

        In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

        Section 2.       Corporate Seal.
        ---------        --------------

        The Board of Directors may provide a suitable seal, containing the name
of the Corporation, which seal shall be in the charge of the Secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the Treasurer or by an Assistant Secretary or
an assistant to the Treasurer.

        Section 3.       Reliance Upon Books, Reports and Records.
        ---------        ----------------------------------------

        Each Director, each member of any committee designated by the Board of
Directors, and each Officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its Officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such Director or committee member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.

        Section 4.       Fiscal Year.
        ---------        -----------

        The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

        Section 5.       Time Periods.
        ---------        ------------

        In applying any provision of these Bylaws which requires that an act be
done or not be done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded,
and the day of the event shall be included.

        Section 6.       Adoption of Regulations.

        The Board of Directors may, except as otherwise required by law, adopt
from time to time regulations, not inconsistent with these Bylaws, for the
management of the Corporation's business and affairs.


                                       11
<PAGE>


                            ARTICLE VIII - AMENDMENTS

        The Board of Directors may amend, alter or repeal these Bylaws at any
meeting of the Board, provided notice of the proposed change was given not less
than two (2) days prior to the meeting.



               The above Bylaws are effective as of May 24, 2000.





                                       12
<PAGE>


                            CERTIFICATE OF SECRETARY


The undersigned, Secretary of Asia Web Holdings, Inc., certifies that

1.       The foregoing Bylaws constitute the Bylaws of said corporation as duly
         adopted by Unanimous Written Consent of the Board of Directors as of
         the 24 day of May, 2000.

2.       These Bylaws have not been modified as of the date of this certificate.


IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said corporation this ____ day of ________, 2000.




                                            -----------------------------------
                                                               Waddy Stephenson
                                           Secretary of Asia Web Holdings, Inc.