BYLAWS

                                         OF

                            GO ONLINE NETWORKS CORPORATION

<PAGE>

                                       BYLAWS

                                         OF

                           GO ONLINE NETWORKS CORPORATION



                                      ARTICLE I

DIRECTORS; MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Powers, Standard of Care . . . . . . . . . . . . . . . .  1
A.     Powers . . . . . . . . . . . . . . . . . . . .  . . . . . . . 1
B.     Standard of Care; Liability. . . . . . . . . . . . . . . . .  1
Section 2.    Number and Qualification of the Board. . . . . . . . . 1
Section 3.    Election and Term of Office of Directors. . . . .. . . 2
Section 4.    Vacancies. . . . . . . . . . . . . . . . . . . . . . . 2
Section 5.    Removal of Directors . . . . . . . . . . . . . . . . . 2
Section 6.    Place of Meetings. . . . . . . . . . . . . . . . . . . 3
Section 7.    Annual Meetings. . . . . . . . . . . . . . . . . . . . 3
Section 8.    Other Regular Meetings . . . . . . . . . . . . . . . . 3
Section 9.    Special Meetings/Notices . . . . . . . . . . . . . . . 3
Section 10.   Waiver of Notice . . . . . . . . . . . . . . . . . . . 4
Section 11.   Adjournment. . . . . . . . . . . . . . . . . . . . . . 4
Section 12.   Notice of Adjournment. . . . . . . . . . . . . .. . .  4
Section 13.   Sole Director Provided by Articles of Incorporation. . 4
Section 14.   Directors Acting by Unanimous Written Consent. . . . . 4
Section 15.   Fees and Compensation of Directors . . . . . . . . . . 5
Section 16.   Committees . . . . . . . . . . . . . . . . . . . . . . 5
Section 17.   Meetings and Action of Committees. . . . . . . . . . . 5
Section 18.   Advisory Directors . . . . . . . . . . . . . . . . . . 5

                                     ARTICLE II

OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.    Officers . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.    Election of Officers . . . . . . . . . . . . . . . . . 6
Section 3.    Subordinate Officers, Etc. . . . . . . . . . . . . . . 6
Section 4.    Removal and Resignation of Officers. . . . . . . . . . 6
Section 5.    Vacancies in Office. . . . . . . . . . . . . . . . . . 6
Section 6.    Chairman of the Board. . . . . . . . . . . . . . . . . 6
Section 7.    President. . . . . . . . . . . . . . . . . . . . . . . 6
Section 8.    Vice Presidents. . . . . . . . . . . . . . . . . . . . 7
Section 9.    Secretary. . . . . . . . . . . . . . . . . . . . . . . 7
Section 10.   Chief Financial Officer. . . . . . . . . . . . . . . . 7

<PAGE>

                                    ARTICLE III

MEETING OF SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.    Place of Meetings. . . . . . . . . . . . . . . . . . . 8
Section 2.    Annual Meeting . . . . . . . . . . . . . . . . . . . . 8
Section 3.    Special Meetings . . . . . . . . . . . . . . . . . . . 8
Section 4.    Notice of Meetings; Reports. . . . . . . . . . . . . . 8
Section 5.    Quorum . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 6.    Adjourned Meeting and Notice Thereof . . . . . . . . . 9
Section 7.    Waiver of Notice or Consent by Absent Shareholders . .10
Section 8.    Shareholders Acting Without a Meeting; Filling
              Vacancies. . . . . . . . . . . . . . . . . . . . . . .10
Section 9.    Other Actions Without a Meeting. . . . . . . . . . . .10
Section 10.   Voting Rights; Cumulative Voting . . . . . . . . . . .11
Section 11.   Proxies. . . . . . . . . . . . . . . . . . . . . . . .11
Section 12.   Chairman and Secretary of Meeting. . . . . . . . . . .12
Section 13.   Inspectors of Election . . . . . . . . . . . . . . . .12

                                     ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES . . . . . . . . . . . . . . . .12
Section 1.    Certificates for Shares. . . . . . . . . . . . . . . .12
Section 2.    Transfer on the Books. . . . . . . . . . . . . . . . .13
Section 3.    Lost or Destroyed Certificates . . . . . . . . . . . .13
Section 4.    Transfer Agents and Registrars . . . . . . . . . . . .13
Section 5.    Record Date; Closing Stock Transfer Books. . . . . . .13
Section 6.    Legend Condition . . . . . . . . . . . . . . . . . . .14
Section 7.    Close Corporation Certificates . . . . . . . . . . . .14

                                     ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS . . . .14

                                     ARTICLE VI

CORPORATE RECORDS AND REPORTS; INSPECTION. . . . . . . . . . . . . .14
Section 1.     Records. . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.     Maintenance and Inspection of Share Register . . .  .15
Section 3.     Maintenance and Inspection of Bylaws . . . . . . . . 15
Section 4.     Annual Report to Shareholders. . . . . . . . . . . . 16
Section 5.     Financial Statements . . . . . . . . . . . . . . . . 16
Section 6.     Annual Statement of General Information. . . . . . . 16

<PAGE>

                                    ARTICLE VII


GENERAL CORPORATE MATTERS. . . . . . . . . . . . . . . . . . . . . .17
Section 1.    Checks, Drafts, and Evidences of Indebtedness. . . . .17
Section 2.    Corporate Contracts and Instruments, How Executed . . 17
Section 3.    Representation of Shares of Other Corporation. . . . .17
Section 4.    Construction and Definitions . . . . . . . . . . . . .17


                                    ARTICLE VIII

AMENDMENTS TO BYLAWS . . . . . . . . . . . . . . . . . . . . . . . .17
Section 1.     Amendment by Shareholders. . . . . . . . . . . . . . 17
Section 2.     Amendment by Directors . . . . . . . . . . . . . . . 18

                                     ARTICLE IX

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Section 1.     References to Code Sections. . . . . . . . . . . . . 18
Section 2.     Effect of Shareholders Agreement . . . . . . . . . . 18
Section 3.     Subsidiary Corporation . . . . . . . . . . . . . . . 18
Section 4.     Offices. . . . . . . . . . . . . . . . . . . . . . . 18

<PAGE>

                                       BYLAWS
                                         OF
                            Go Online Networks Corporation
                              A Delaware Corporation


                                      ARTICLE I
                                 DIRECTORS; MANAGEMENT

Section 1.  Powers, Standard of Care.

A.  Powers:

Subject to the provisions of the General Corporation Law of
Delaware (hereinafter the "Act"), and subject to any limitation in
the Articles of Incorporation and the Bylaws relating to action
required to be approved by the shareholders or by the outstanding
shares, the business and affairs of this corporation shall be
managed by and all corporate powers shall be exercised by or under
the direction of the Board of Directors.

B.  Standard of Care; Liability.

i. Each Director shall exercise such powers and
otherwise perform such duties in good faith, in the manner such
Director believes to be in the best interests of the corporation and
its shareholders, and with such care including reasonable inquiry,
using ordinary prudence, as a person in a like position would use
under similar circumstances.

ii.  In performing the duties of a Director, a
Director shall be entitled to rely on information, opinions,
reports, or statements, including financial statements and other
financial data, in which case prepared or presented by:

(a) One or more officers or employees of the corporation whom the
Director believes to be reliable and competent in the matters presented,

(b) Counsel, independent accountants or other persons as to matters which
the Director believes to be within such person's professional or expert
competence, or

(c) A Committee of the Board upon which the Director does not serve, as
to matters within its designated authority, which committee the Director
believes to merit confidence, so long as in any such case, the Director
acts in good faith, after reasonable inquiry when the need therefor is
indicated by the circumstances and without knowledge that would cause such
reliance to be unwarranted.

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Section 2.  Number and Qualification of the Board.

The authorized number of Directors of the corporation shall
be no less than one (1) nor more than eleven (11).  This number may
be changed by amendment to the Articles of Incorporation or by
amendment to this Section 2, of Article I of these Bylaws, adopted
by the vote or written consent of the shareholders entitled to
exercise majority voting power, as provided in the Act.

Section 3.  Election and Term of Office of Directors.

Directors shall be elected at each annual meeting of the
Shareholders to hold office until the next annual meeting.  Each
Director, including a Director elected to fill a vacancy, shall hold
office until the expiration of the term for which elected and until
a successor has been elected and qualified.

Section 4.  Vacancies.

Vacancies in the Board of Directors may be filled by a
majority of the remaining Directors, though less than a quorum, or
by a sole remaining Director, except that a vacancy created by the
removal of a Director by the vote or written consent of the
Shareholders, or by court order, may be filled only by the vote of
the majority of the shares entitled to vote represented at a duly
held meeting at which a quorum is present, or by the written consent
of holders of the majority of the outstanding shares entitled to
vote.  Each Director so elected shall hold office until the next
annual meeting of the Shareholders and until a successor has been
elected and qualified.

A vacancy in the Board of Directors shall be deemed to exist
in the event of the death, resignation, or removal of any Director,
or if the Shareholders fail, at any meeting of the Shareholders at
which any Directors are elected, to elect the full number of
authorized Directors.

The Shareholders may elect a Director or Directors to fill
any vacancy or vacancies not filled by the Directors, but any such
election by written consent shall require a consent of a majority of
the outstanding shares entitled to vote.

Any Director may resign effective upon giving written notice
to the Chairman of the Board, the President, the Secretary, or the
Board of Directors, unless the notice specifies a later time for
that resignation to become effective.  If the resignation of a
Director is effective at a future time, the Board of Directors may
elect a successor to take office when the resignation becomes
effective.

No reduction of the authorized number of Directors shall have
the effect of removing any Director before that Director's term of
office expires.

Section 5.  Removal of Directors.

The entire Board of Directors or any individual Director
named may be removed from office as provided by Section 141 of the
Delaware Corporations Code.  In such a case, the remaining Board
Members may elect a successor Director to fill such vacancy for the
remaining unexpired term of the Director so removed.  No Director
may be removed (unless the entire Board is removed) when

<PAGE>
the votes cast against removal or not consenting in writing to such
removal would be sufficient to elect such Director if voted cumulatively
at an election at which the same total number of votes were cast (or,
if such action is taken by written consent, all shares entitled to
vote were voted) and the entire number of Directors authorized at
the time of the Directors most recent election were then being
elected; and when by the provisions of Articles the holders of the
shares of any class or series voting as a class or series are
entitled to elect one or more Directors, any Director so elected may
be removed only by the applicable vote of the holders of the shares
of that class or series.

Section 6.  Place of Meetings.

Regular meetings of the Board of Directors shall be held at
any place within or without the state that has been designated from
time to time by resolution of the Board.  In the absence of such
resolution, regular meetings shall be held at the principal
executive office of the corporation.  Special meetings of the board
shall be held at any place within or without the state that has been
designated in the notice of the meeting, or, if not stated in the
notice or there is no notice, at the principal executive office of
the corporation.  Any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as
all Directors participating in such meeting can hear one another,
and all such Directors shall be deemed to have been present in
person at such meeting.

Section 7. Annual Meetings.

Immediately following each annual meeting of Shareholders,
the Board of Directors shall hold a regular meeting for the purpose
of organization, the election of officers and the transaction of
other business.  Notice of this meeting shall not be required.
Minutes of any meeting of the Board, or any committee thereof, shall
be maintained as required by Section 142 of the Delaware
Corporations Code by the Secretary or other officer designated for
that purpose.

Section 8.  Other Regular Meetings.

Other regular meetings of the Board of Directors shall be
held without call at such time as shall from time to time be fixed
by the Board of Directors.  Such regular meetings may be held
without notice, provided the time and place of such meetings has
been fixed by the Board of Directors, and further provided the
notice of any change in the time of such meeting shall be given to
all the Directors.  Notice of a change in the determination of the
time shall be given to each Director in the same manner as notice
for special meetings of the Board of Directors.

If said day falls upon a holiday, such meetings shall be held
on the next succeeding day thereafter.

<PAGE>

Section 9.  Special Meetings/Notices.

Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board or
the President or any Vice President or the Secretary or any two
Directors.

Notice of the time and place for special meetings shall be
delivered personally or by telephone to each Director or sent by
first class mail or telegram, charges prepaid, addressed to each
Director at his or her address as it is shown in the records of the
Corporation.  In case such notice is mailed, it shall be deposited
in the United States mail at least four (4) days prior to the time
of holding the meeting.  In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered
personally or by telephone or to the telegram company at least
forty-eight (48) hours prior to the time of the holding of the
meeting.  Any oral notice given personally or by telephone may be
communicated to either the Director or to a person at the office of
the Director who the person giving the notice has reason to believe
will promptly be communicated to the Director.  The notice need not
specify the purpose of the meeting, nor the place, if the meeting is
to be held at the principal executive office of the Corporation.

Section 10.  Waiver of Notice.

The transactions of any meeting of the Board of Directors,
however called, noticed, or wherever held, shall be as valid as
though had at a meeting duly held after the regular call and notice
if a quorum be present and if, either before or after the meeting,
each of the Directors not present signs a written waiver of notice,
a consent to holding the meeting or an approval of the minutes
thereof.  Waiver of notices or consents need not specify the purpose
of the meeting.  All such waivers, consents and approvals shall be
filed with the corporate records or made part of the minutes of the
meeting.  Notice of a meeting shall also be deemed given to any
Director who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such Director.  A
majority of the then elected number of Directors shall constitute a
quorum for the transaction of business, except to adjourn as
provided in Section 12 of this Article I.  In no event, however,
shall a quorum be reached with less than one-third (1/3) of the
authorized number of Directors, nor less than two, whichever is
greater, unless the authorized number of Directors is one (1), in
which case one Director constitutes a quorum.  Every act or decision
done or made by a majority of the Directors present at a meeting
duly held at which a quorum was present shall be regarded as the act
of the Board of Directors, subject to the provisions of Delaware
Corporations Code Sections 141, 144, and other relevant sections of
the Act.  A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of
Directors, if any action taken is approved by at least a majority of
the required quorum for that meeting.

Section 11.  Adjournment.

A majority of the Directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and
place.

<PAGE>

Section 12.  Notice of Adjournment.

Notice of the time and place of the holding of an adjourned
meeting need not be given, unless the meeting is adjourned for more
than twenty-four (24) hours, in which case notice of such time and
place shall be given prior to the time of the adjourned meeting to
the Directors who were not present at the time of the adjournment.

Section 13.  Sole Director Provided by Articles of Incorporation.

In the event only one Director is required by the Bylaws or
Articles of Incorporation, then any references herein to notices,
waivers, consents, meetings, or other actions by the majority or
quorum of Directors shall be deemed or referred as such notice,
waiver, etc., by such sole Director, who shall have all the rights
and duties and shall be entitled to exercise all the powers and
shall assume all the responsibilities otherwise herein described
given to a Board of Directors.

Section 14.  Directors Acting by Unanimous Written Consent.

Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting with the same force and
effect as if taken by unanimous vote of Directors, if authorized by
a writing signed individually or collectively by all members of the
Board.  Such consent shall be filed with the regular minutes of the
Board.

Section 15.  Fees and Compensation of Directors.

Directors and members of a Director's Committee may receive
such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by
resolution of the Board of Directors.  Nothing herein contained
shall be construed to preclude any Director from serving the
corporation in any other capacity as an officer, employee, or
otherwise, and receiving compensation for such services.

Section 16.  Committees.

Committees of the Board may be appointed by resolution passed
by a majority of the whole Board.  Committees shall be composed of
two (2) or more members of the Board and shall have such powers of
the Board as may be expressly delegated to them by resolution of the
Board of Directors.  The Board may designate one (1) or more
Directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee.  Committees shall
have such powers of the Board of Directors as may be expressly
delegated to it by resolution of the Board of Directors except those
powers expressly made nondelegable by Delaware Corporations Code
Section 141.

Section 17.  Meetings and Action of Committees.

Meetings and action of committees shall be governed by, and
held and taken in accordance with, the provisions of Article I,
Section 6, 8, 9, 10, 11, 12 and 14, with such changes in the context


<PAGE>

of those Sections as are necessary to substitute the committee and
its members for the Board of Directors and its members, except that
the time of the regular meetings of the committees may be determined
by resolution of the Board of Directors as well as the committee,
and special meetings of committees may also be called by resolutions
of the Board of Directors and notice of special meetings of
committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee.  The Board
of Directors may adopt rules for the government of any committee not
inconsistent with the provisions of these Bylaws.

Section 18. Advisory Directors.

The Board of Directors from time to time may elect one (1) or
more persons to be advisory Directors, who shall not by such
appointment be members of the Board of Directors.  Advisory
Directors shall be available from time to time to perform special
assignments specified by the President, to attend meetings of the
Board of Directors upon invitation and to furnish consultation to
the Board.  The period during which the title shall be held may be
prescribed by the Board of Directors.  If no period is prescribed,
title shall be held at the pleasure of the Board.


                                    ARTICLE II
                                     OFFICERS

Section 1.  Officers.

The principal officers of the corporation shall be a Chairman
of the Board or a President or both, a Secretary and a Chief
Financial Officer who may also be called Treasurer.  The corporation
may also have, at the discretion of the Board of Directors, one or
more Vice Presidents, one or more Assistant Secretaries, and such
other officers as may be appointed in accordance with the provision
of the Section 3 of this Article.  One person may hold two or more
offices.

Section 2. Election of Officers.

The principal officers of the corporation, except such
officers as may be appointed in accordance with the provisions of
Section 3 of this Article, shall be chosen by the Board of
Directors, and each shall serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under any
contract of employment.

Section 3.  Subordinate Officers, Etc.

The Board of Directors may empower the President to appoint
and remove such officers (other than the principal officers) as the
business of the corporation may require, each of whom shall hold
office for such period, have such authority and perform such duties
as are provided in the Bylaws or as the Board of Directors may from
time to time determine.

<PAGE>

Section 4.  Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any
contract of employment, any officer may be removed, either with or
without cause, by a majority of the Directors at that time in
office, at any regular or special meeting of the Board, or,
excepting the case of an officer chosen by the Board of Directors,
by any officer upon whom such power of removal may be conferred by
the Board of Directors.

Section 5.  Vacancies in Office.

A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the
manner prescribed in these Bylaws for the regular appointments to
such office.

Section 6.  Chairman of the Board.

The Chairman of the Board, if such an officer be elected,
shall, if present, preside at all meetings of the Board of Directors
and exercise and perform such other powers and duties as may from
time to time be assigned to him by the Board of Directors or
prescribed by the Bylaws.  If there is no President, the Chairman of
the Board shall in addition be the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in
Section 7 of this Article.

Section 7.  President.

Subject to such supervisory powers, if any, as may be given
by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer
of the corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction and control of the
business and the officers of the corporation.  He or she shall
preside at all the meetings of the Shareholders and, in the absence
of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors.  He or she shall have the general powers
and duties of management usually vested in the office of the
President of a corporation, shall be ex officio a member of all
standing committees, including the executive committee, if any, and
shall have such other powers and duties as may be described by the
Board of Directors or the Bylaws.

Section 8.  Vice Presidents.

In the absence or disability of the President, the Vice
Presidents, if any, in order of their rank  as fixed by the Board of
Directors, shall perform all the duties of the President, and so
acting shall  have all the powers of, and be subject to the
restrictions upon, the President.  The Vice Presidents shall have
such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors or
the Bylaws, the President, or the Chairman of the Board.

<PAGE>

Section 9.  Secretary.

The Secretary shall keep or cause to be kept at the principal
executive office or such other place as the Board of Directors may
order, a book of minutes of all meetings of Directors, Committees of
Directors, and Shareholders, with the time and place of holding,
whether regular or special, how authorized, the notice thereof
given, the names of those present of Directors and Committee
meetings, the number of shares present or represented at
Shareholders meetings, and the proceedings thereof.

The Secretary shall keep or cause to be kept at the principal
office or at the office of the corporation's transfer agent, a share
register, or duplicate share register, showing the names of the
shareholders and their addresses; the number of classes of shares
held by each; the number and date of certificates issued for the
same; and the number and date of cancellation of every certificate
surrendered for cancellation.

The Secretary shall give or cause to be given notice of all
meetings of the Shareholders and of the Board of Directors required
by the Bylaws or by law to be given, shall keep the seal of the
corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board of
Directors or by the Bylaws.

Section 10.  Chief Financial Officer.

The Chief Financial Officer shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings
and shares.  The books of account shall at all reasonable times be
open to inspection by any Director.

The Chief Financial Officer shall deposit all moneys and
other valuables in the name and to the credit of the corporation
with such depositories as may be designated by the Board of
Directors.  He or she shall disburse the funds of the corporation as
may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all
of his transactions as Chief Financial Officer and of the financial
condition of the corporation, and shall have other powers and
perform such other duties as may be prescribed by the Board of
Directors or the Bylaws.


                                    ARTICLE III
                              MEETING OF SHAREHOLDERS

Section 1.  Place of Meetings.

Meetings of Shareholders shall be held at any place within or
without the State of Delaware designated by the Board of Directors.
In the absence of any such designation, Shareholders' meetings shall
be held at the principal executive office of the corporation.

<PAGE>

Section 2.  Annual Meeting.

The annual meeting or the Shareholders shall be held on the
following date and at the following time:

Date of Meeting:             Second Tuesday in September
Time of Meeting:             10:00 a.m.

If this day be a legal holiday, then the meeting shall be held on
the next succeeding business day, at the same time.  At the annual
meeting, the Shareholders shall elect a Board of Directors, report
the affairs of the corporation, and transact such other business as
may properly be brought before the meeting.  If the above date is
inconvenient, the annual meeting of Shareholders shall be held each
year on a date and at a time designated by the Board of Directors
within sixty (60) days of the above date upon proper notice to all
shareholders.

Section 3.  Special Meetings.

A special meeting of the Shareholders, for any purpose or
purposes whatsoever, may be called at any time by the Board of
Directors, or by the Chairman of the Board of Directors, or by the
President, or by one or more Shareholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at any
such meeting.

If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing,
specifying the time of such meeting and the general nature of the
business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman or the Board, the President,
any Vice President or the Secretary of the corporation.  The officer
receiving such request shall forthwith cause notice to be given to
the Shareholders entitled to vote, in accordance with the provisions
of Sections 4 and 5 of this Article, that a meeting will be held at
the time requested by the person or persons calling the meeting, not
less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request.  If the notice is not given within (20) days
after receipt of the request, the person or persons requesting the
meeting may give the notice in the manner provided in these Bylaws
or as provided in the Act.  Nothing contained in this paragraph of
this Section shall be construed as limiting, fixing or affecting the
time when the meeting of Shareholders called by action of the Board
of Directors may be held.

Section 4.  Notice of Meetings; Reports.

Notice of meetings, annual or special, shall be given in
writing not less than the (10) nor more than sixty (60) days before
the date of the meeting, to Shareholders entitled to vote thereat by
the Secretary or the Assistant Secretary, or if there be no such
officer, or in the case of his or her neglect or refusal, by any
Director or Shareholder.

Such notices or any reports shall be given personally or by
mail, or other means of communication as provided in Delaware
Corporations Code Section 222, and shall be sent to the

<PAGE>

Shareholder's address appearing on the books of the corporation, or
supplied by him or her to the corporation for the purposes of
notice, and in absence thereof by posting notice at a place where
the principal executive office of the corporation is located or by
publication at least once in a newspaper of general circulation in
the county in which the principal executive office is located.
Notice of any meeting of Shareholders shall specify the place, date
and hour of the meeting and (i) in the case of a special meeting,
the general nature of the business to be transacted, and no other
business may be transacted, or (ii) in the case of an annual
meeting, those matters which the Board of Directors, at the date of
the mailing of notice, intends to present for action by the
Shareholders.  At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the
date of notice to be presented by the management for election.

If action is proposed to be taken at any meeting for approval
of (i) contracts or transaction in which a Director has a direct or
indirect financial interest, pursuant to Delaware Corporation Code
Section 144, (ii) an amendment to the Articles of Incorporation,
pursuant to Sections 241 or 242 of such Code, (iii) a reorganization
of the corporation, pursuant to the Act, ( iv) dissolution of the
corporation, pursuant to the Act, or (v) a distribution to preferred
Shareholders, pursuant to the Act, the notice shall also state the
general nature of such proposal.

Section 5.  Quorum.

The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of
Shareholders shall constitute a quorum for the transaction of
business.  The Shareholders present at a duly called or held meeting
at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough Shareholders
to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least majority of the shares required
to constitute a quorum.

Section 6.  Adjourned Meeting and Notice Thereof.

Any Shareholders' meeting, annual or special, whether or not
a quorum is present, may be adjourned from time to time by the vote
of the majority of the shares represented at such meeting, either in
person or by proxy, but in the absence of a quorum, no other
business may be transacted at such meeting.

When any meeting of Shareholders, either annual or special,
is adjourned to another time or place, notice need not be given of
the adjourned meeting if the time and place thereof are announced at
a meeting at which the adjournment is taken, unless a new record
date for the adjournment meeting is fixed, or unless the adjournment
is for more than forty-five (45) days from the date set for the
original meeting, in which case the Board of Directors shall set a
new record date.  Notice of any such adjourned meeting shall be
given to each Shareholder of record entitled to vote at the
adjourned meeting in accordance with the provisions of Section 4 of
this Article.  At any adjourned meeting the corporation may transact
any business which might have been transacted at the original meeting.

<PAGE>

Section 7.  Waiver of Notice or Consent by Absent Shareholders.

The transactions at any meeting of Shareholders, either
annual or special, however called and noticed, and wherever held,
shall be as valid as though had at a meeting duly held after regular
call and notice, if a quorum be present either in person or by
proxy, and if, either before or after the meeting, each person
entitled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to a holding of the meeting, or any
approval of the minutes thereof.  The waiver of notice or consent
need not specify either the business to be transacted or the purpose
of any regular or special meeting of Shareholders, except that if
action is taken or proposed to be taken for approval of any of those
matters specified in the last paragraph of Section 4 of this
Article, the waiver of notice or consent shall state the general
nature of such proposal.  All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the
minutes of the meeting.

Attendance of a person at a meeting shall also constitute a
waiver of notice of such meeting, except when the person objects, at
the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened, and except
that attendance at a meeting is not a waiver of any right to object
to the consideration of matters not included in the notice of such
objection is expressly made at the meeting.

Section 8.  Shareholders Acting Without a Meeting; Filling
Vacancies on Board.

Any action which may be taken at a meeting of the
Shareholders may be taken without a meeting or notice of meeting if
authorized by a writing signed by all of the Shareholders entitled
to vote at a meeting for such purpose and filed with the Secretary
of the corporation; provided further, that while ordinarily
Directors can only be elected by unanimous written consent under
Delaware Corporations Code Section 228, as to vacancy created by
death, resignation or other causes, if the  Directors fail to fill a
vacancy, then a Director to fill that vacancy may be elected by the
written  consent of persons holding a majority of shares entitled to
vote for the election of Directors.

Section 9.  Other Actions Without a Meeting.

Unless otherwise provided in the General Corporation Law, any
action which may also be taken at any annual or special meeting of
Shareholders may be taken without a meeting and without prior notice
if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote
thereon were present and voted.

Unless the consents of all Shareholders entitled to vote have
been solicited in writing,

(a) Notice of any Shareholder approval without a meeting by
less than unanimous written consent shall be given at least ten (10)
days before the consummation of the action authorized by such
approval; and

<PAGE>

(b) Prompt notice shall be given of the taking of any other
corporate action approved by Shareholders without a meeting by less
than unanimous written consent, to each of those Shareholders
entitled to vote who have not consented in writing.

Any Shareholder giving a written consent, or the
Shareholders's proxyholders, or a transferee of the shares of a
personal representative of the Shareholder or their respective
proxyholders, may revoke the consent by a writing received by the
corporation prior to the time that
written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary of the
corporation, but may not do so thereafter.  Such revocation is
effective upon its receipt by the Secretary.

Section 10.  Voting Rights; Cumulative Voting.

Only persons in whose names shares entitled to vote stand on
the stock records of the corporation on the day fixed by the Board
of Directors for the determination of the Shareholders of record,
shall be entitled to vote at any Shareholders' meeting.

Provided the candidate's name has been placed in nomination
prior to the voting and one or more Shareholders have given notice
at the meeting prior to voting of the Shareholders intent to
accumulate the Shareholders votes, every Shareholder entitled to
vote at any election for Director of any corporation for profit may
cumulate his or her votes and give one candidate a number of votes
equal to the number of Directors to be elected multiplied by the
number of votes to which his or her shares are entitled, or
distribute his or her votes on the same principle among as many
candidates as he or she thinks fit.

The candidate receiving the highest number of votes up to the
number of Directors to be elected are elected.

The Board of Directors may fix a time as a record date for
the determination of the Shareholders entitled to notice of and to
vote at any such meeting, or entitled to receive any such dividend
or distribution, or any allotment, rights, or to exercise the rights
in respect to any such change, conversion, or exchange of shares.
In such case only Shareholders of record on the date so fixed shall
be entitled to notice of and to vote at such meeting, or to receive
such dividends, distribution, or allotment of rights or to exercise
such rights, as the case may be, notwithstanding a transfer of any
share on the books of the company after any record date fixed as
aforesaid.

Section 11.  Proxies.

Every Shareholder entitled to vote for Directors or on any
other matter shall have the right to do so either in person or by
one or more agents authorized by proxy validly executed by the
Shareholder.  A proxy may be executed by written authorization
signed, or by electronic transmission authorized, by the Shareholder
or the Shareholder's attorney in fact, giving the proxyholder(s) the
power to vote the Shareholder's shares.  A proxy shall be deemed
signed if the Shareholder's name or other authorization is placed on
the proxy ( whether by manual signature, typewriting, telegraphic or
electronic transmission or otherwise) by the Shareholder or the

<PAGE>

Shareholder's attorney in fact.  A proxy may also be transmitted
orally by telephone if submitted with information from which it may
be determined that the proxy was authorized by the Shareholder or
the Shareholder's attorney in fact.

A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless revoked
by the person executing it, prior to the vote pursuant thereto, by a
writing delivered to the corporation stating that the proxy is
revoked or by a subsequent proxy executed by, or attendance at the
meeting and voting in person by the person executing the proxy;
provided, however, that no such proxy shall be valid after the
expiration of eleven (11) months from the date of such proxy, unless
otherwise provided in the proxy.  The revocability of a proxy that
states on its face that it is irrevocable shall be governed by the
provisions of Delaware Corporations Code Section 212.

Section 12.  Chairman and Secretary of Meeting.

The President, or in the absence of the President, any Vice
President, shall call the meeting of the Shareholders to order, and
shall act as Chairman of the meeting.  In the absence of the
President and all the Vice Presidents, Shareholders shall appoint a
Chairman at such meeting.  The Secretary of the Corporation shall
act as Secretary of all meetings of the Shareholders, but in the
absence of the Secretary at any meeting of the Shareholders, the
presiding officer shall appoint any person to act as such Secretary
of the meeting.

Section 13.  Inspectors of Election.

Before any meeting of Shareholders, the Board of Directors
may appoint any person other than nominees for office to act as
inspectors of election at the meeting or its adjournment.  If no
inspectors of election are appointed, the Chairman of the meeting
may, and on the request of any Shareholder or his or her proxy
shall, appoint inspectors of election at the meeting.  The number of
inspectors shall be either one (1) or three (3).  If inspectors are
appointed at a meeting on the request of one or more Shareholders or
proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed.  If any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy
may be filled by appointment by the Board of Directors before the
meeting, or by the Chairman at the meeting.

The duties of these inspectors shall be as follows:

(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence
of a quorum, and the authenticity, validity, and effect of proxies;

(b) Receive votes, ballots, or consents;

(c) Hear and determine all challenges and questions in any
way arising in connection with the right to vote;

<PAGE>

(d) Count and tabulate all votes or consents;

(e) Determine the election result; and

(f) Do any other acts that may be proper to conduct the
election or vote with fairness to all Shareholders.


                                     ARTICLE IV
                        CERTIFICATES AND TRANSFERS OF SHARES

Section 1.  Certificates for Shares.

Certificates for shares shall be of such form and device as
the Board of Directors may designate and shall state the name of the
record holder of the shares represented thereby; its number and date
of issuance; the number of shares for which it is issued; a
statement of the rights, privileges, preferences and restrictions,
if any;  a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any;
and if the shares be assessable, or if assessments are collectible
by personal action, a plain statement of such facts.

Every certificate for shares must be signed by the President
or a Vice President and a Secretary or an Assistant Secretary, and
must be authenticated by the signature of the President and
Secretary or an Assistant Secretary.  No certificate or certificates
for shares are to be issued until such shares are fully paid, unless
the Board authorizes the issuance of certificates or shares as
partly paid, provided that such certificates shall state the amount
of consideration to be paid therefore and amount paid thereon.


Section 2.  Transfer on the Books.

Upon surrender to the Secretary or transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old
certificate, and record the transaction on its books.

Section 3.  Lost or Destroyed Certificates.

Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact and
shall, if the Directors so require, give the corporation a bond of
indemnity, in the form and with one or more sureties satisfactory to
the Board, in at least double the value of the stock represented by
said certificate, whereupon a new certificate may be issued in the
same manner and for the same number of shares as the one alleged to
be lost or destroyed.

<PAGE>

Section 4.  Transfer Agents and Registrars.

The Board of Directors may appoint one or more transfer
agents or transfer clerks and one or more registrars, which shall be
an incorporated bank or trust company, either domestic or foreign,
who shall be appointed at such times and places as the requirements
of the corporation may necessitate and Directors may designate.

Section 5.  Record Date; Closing Stock Transfer Books.

In order that the corporation may determine the Shareholders
entitled to notice of any meeting or to vote or entitled to receive
payment or any dividend or other distribution or allotment of any
rights or entitled to exercise any rights in respect of any lawful
action, the Board may fix in advance, a record date, which shall not
be more than sixty (60) nor less than ten (10) days prior to the
date of such meeting nor more than sixty (60) days prior to any
other action.  If no record date is fixed;

(a) The record date for determining Shareholders entitled to
notice of or to vote at a meeting of Shareholders shall be at the
close of the business on the business day next preceding the day on
which notice is given or, if notice is waived, at close of business
on the business day next preceding the day on which the meeting is
held.

(b) The record date for determining Shareholders entitled to
give consent to corporate action in writing without a meeting, when
no prior action by the Board is necessary, shall be the day on which
the first written consent is given.

(c) The record date for determining Shareholders for any
other purpose shall be the close of business on the day on which the
Board adopts the resolution relating thereto, or the sixtieth (60th)
day prior to the date of such other action, whichever is later.

The Board of Directors may close the books of the company
against transfers of shares during the whole or any part of such
period.

Section 6.  Legend Condition.

In the event any shares of this corporation are issued
pursuant to a permit or exemption therefrom requiring the imposition
of a legend condition, the person or persons issuing or transferring
said shares shall make sure said legend appears on the certificate
and on the stub relating thereto in the stock record book and shall
not be required to transfer any shares free of such legend unless an
amendment to such permit or a new permit be first issued so
authorizing said deletion.

Section 7.  Close Corporation Certificates.

All certificates representing shares of this corporation, in
the event it shall elect to become a close corporation, shall
contain a legend in accordance with Delaware Corporations Code
Section 202.

<PAGE>

                                   ARTICLE V
           INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

The corporation may at its option, to the maximum extent
permitted by the Delaware General Corporation Law and by the
articles, indemnify each of its agents against expenses, judgments,
fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the
fact that such person is or was an agent of the corporation.  For
the purposes of this Section, an "agent" of the corporation includes
a person who is or was a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, or was a Director, officer, employee or agent of a
corporation which was a predecessor corporation of the corporation
or of any other enterprise at the request of such predecessor
corporation.


                                    ARTICLE VI
                    CORPORATE RECORDS AND REPORTS; INSPECTION

Section 1.  Records.

The corporation shall maintain, in accordance with generally
accepted accounting principles, adequate and correct accounts, books
and records of its business and properties.  If the corporation has
fewer than one hundred (100) Shareholders, the financial statements
need not be prepared according to generally accepted accounting
principles so long as the financial statement reasonably sets forth
the assets and liabilities, income and expenses of the corporation,
and discloses the accounting bases used.  All of such books, records
and accounts shall be kept at the corporations's principal executive
office in the State of Delaware, as fixed by the Board of Directors,
from time to time, or shall be kept at such place or such places as
designated by the Board of Directors.  The minutes shall be kept in
written form and accounting books and records shall be kept in
either written form or in any other form capable of being converted
into written form.  Such minutes and accounting books and records
shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate, at any
reasonable time during usual business hours, for a purpose
reasonably related to such holder's interest as a Shareholder or as
the holder of a voting trust certificate.  Such inspection may be
made in person or by an agent or attorney, and shall include the
right to copy and make extracts.  The foregoing rights of inspection
shall extend to the records of each subsidiary corporation.

Section 2.  Maintenance and Inspection of Share Register.

The corporation shall keep at its principal executive office,
or at the office of its transfer agent or registrar, if either be
appointed and as determined by resolution of the Board of Directors,
a record of its Shareholders and the number and class of shares held
by each Shareholder.  A Shareholder or Shareholders of the
corporation holding at least five percent ( 5%) in the aggregate of
outstanding voting shares of the corporation may (i) inspect, and
copy the records of Shareholders names and addresses and share
holdings during usual business hour upon five (5) days prior written
demand upon the corporation, and/or (ii) obtain from the transfer
agent of such transfer agent's usual charges for such a list, a list
of the Shareholders names and addresses who are entitled to vote for

<PAGE>

the election of Directors, and their share holdings, as of the most
recent record date for which such list has been compiled or as of a
date specified by the Shareholders subsequent to the day of demand.
Such list shall be made available by the transfer agent on or before
the later of five (5 ) days after the demand is received or the date
specified therein as the date as of which the list is to be
compiled.  The record of Shareholders shall also be open to
inspection upon the written demand of any Shareholder or holder of a
voting trust certificate, at any time during usual business hours,
for a purpose reasonably related to such holder's interest as a
Share holder or as a holder of a voting trust certificate.  Any
inspection and copying under this Section may be made in person or
by an agent or attorney of such Shareholder or holder of a voting
trust certificate making such demand.

Section 3.  Maintenance and Inspection of Bylaws.

The corporation shall keep at its principal executive
office, or if its principal executive office is not in this state,
at its principal business office in this state, the original or a
copy of the Bylaws amended to date, which shall be open to
inspection by the Shareholders at all reasonable times during office
hours.  If the principal executive office of the corporation is
outside the state and the corporation has no principal business
office in this state, the Secretary shall, upon written request of
any Shareholder, furnish to such Shareholder a copy of the Bylaws as
amended to date.

Section 4.  Annual Report to Shareholders.

Provided this corporation has one hundred (100) Shareholders
or less, the Annual Report to Shareholders referred to in the
General Corporation Law is expressly dispensed with, but nothing
herein shall be interpreted as prohibiting the Board of Directors
from issuing annual or other periodic reports to Shareholders of the
corporation as they deem appropriate.  Should this corporation have
one hundred (100) or more Shareholders, an Annual Report must be
furnished not later than one hundred twenty (120) days after the end
of each fiscal period.

Section 5.  Financial Statements.

A copy of any annual financial statement and any income
statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the corporation
as of the end of each such period, that has been prepared by the
corporation shall be kept on file at the principal executive office
of the corporation for twelve (12) months from the date of its
execution, and each such statement shall be exhibited at all
reasonable times to any Shareholder demanding an examination of such
statement or a copy shall be made to any such Shareholder.

If a Shareholder or Shareholders holding at least five
percent (5%) of the outstanding shares of any class of stock of the
corporation make a written request to the corporation for an income
statement of the corporation for the three (3) month, six (6) month,
or nine (9) month period of the then current fiscal year ended more
than thirty (30) days prior to the date of the request, and a
balance sheet of the corporation at the end of such period, the
Chief Financial Officer shall cause such statement to be prepared,
if not already prepared, and shall deliver personally or mail such
statement or statements to the person making the request within
thirty (30) days after the receipt of such request.  If the
corporation has not sent to the Shareholders its Annual Report for
the last fiscal

<PAGE>

year, this report shall likewise be delivered or
mailed to such Shareholder or Shareholders within in (30) days after
such request.

The corporation also shall, upon the written request of any
Shareholder, mail to the Shareholder a copy of the last annual,
semi-annual or quarterly income statement which it has prepared and
a balance sheet as of the end of such period.  This quarterly income
statement and balance sheets referred to in this Section shall be
accompanied by the report thereon, if any, of any independent
accountants engaged in the corporation or the certificate of
authorized officer of the corporation that such financial statements
were prepared without audit from the books and records of the
corporation.

Section 6.  Annual Statement of General Information.

The corporation shall, in a timely manner, in each year, file
with the Secretary of State of Delaware, on the prescribed form, a
statement setting forth the authorized number of Directors, the
names and complete business or residence addresses of all incumbent
Directors, the names and complete business or residence addresses or
the Chief Executive Officer, Secretary, and Chief Financial Officer,
the street address of its principal executive office or principal
business office in this state and the general type of business
constituting the principal business activity of the corporation,
together with a designation of the agent of the corporation for the
purpose of the service of process.


                                    ARTICLE VII
                             GENERAL CORPORATE MATTERS

Section 1.  Checks, Drafts, and Evidences of Indebtedness.

All checks, drafts or other orders for payment of money,
notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.

Section 2.  Corporate Contracts and Instruments, How Executed.

The Board of Directors, except as in the Bylaws otherwise
provide, may authorize any officer or officers, agent or agents, to
enter  into any contract or execute any instrument in the name of
and on behalf of the corporation and such authority may be general
or confined to specific instances; and, unless so authorized or
ratified by the Board of Directors or within the agency power of any
officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or to
any amount.

<PAGE>

Section 3.  Representation of Shares of Other Corporation.

The Chairman of the Board, the President, or any Vice
President, or any other person authorized by resolution of the Board
of Directors by any of the foregoing designated officers, is
authorized to vote on behalf of the corporation any and all shares
of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation.  The authority herein
granted to said officers to vote or represent on behalf of the
corporation any and all shares held by the corporation in any other
corporation or corporations may be exercised by any such officer in
person or by any person authorized to do so by proxy duly elected by
said officer.

Section 4.  Construction and Definitions.

Unless the context requires otherwise, the general
provisions, rules of construction, and the definitions of the
Delaware General Corporation Laws shall govern the construction of
these Bylaws.  Without limiting the generality of the foregoing, the
singular number includes the plural, the plural number includes the
singular, and the term "person" includes both a corporation and a
natural person.


                                   ARTICLE VIII
                               AMENDMENTS TO BYLAWS

Section 1.  Amendment by Shareholders.

New Bylaws may be adopted or these Bylaws may be amended or
repealed by the vote or written consent of holders of a majority of
the outstanding shares entitled to vote: provided, however, that if
the Articles of Incorporation of the corporation set forth the
number of authorized Directors of the corporation, the authorized
number of Directors may be changed only by an amendment of the
Articles of Incorporation.

Section 2.  Amendment by Directors.

Subject to the rights of the Shareholders as provided in
Section 1 of this Article, to adopt, amend, or repeal Bylaws, and
the limitation of Delaware Corporations Code Section 109, Bylaws may
be adopted, amended, or repealed by the Board of Directors.


                                    ARTICLE IX
                                   MISCELLANEOUS

Section 1.  References to Code Sections.

Section designations of three (3) digits or more referenced
herein refer to the General Corporation Law of the State of Delaware.

<PAGE>

Section 2.  Effect of Shareholders Agreement.

Any Shareholders agreement authorized by the Act, shall only
be effective to modify the terms of these Bylaws if this corporation
elects to become a close corporation with appropriate filing of or
amendment to its Articles as required by the Act and shall terminate
when this corporation ceases to be a close corporation.

Section 3.  Subsidiary Corporation.

Shares of this corporation owned by a subsidiary shall not
be entitled to vote on any matter.

Section 4.  Offices.

The Board of Directors shall fix the location of the
principal executive office of the corporation at any place within or
outside the State of Delaware.  If the principal executive office is
located outside this state, and the corporation has one or more
business offices in this state, the board of directors shall
likewise fix and designate a principal business office in the State
of Delaware.

The Board of Directors may at any time establish branch or
subordinate offices at any place or places where the corporation is
qualified to do business.

<PAGE>

                            CERTIFICATE OF SECRETARY


I, James Cannon, hereby certify that:

I am the Secretary of Go Online Networks Corporation, a
Delaware corporation; and

The foregoing Bylaws, consisting of 21 pages, are a true and
correct copy of the Bylaws of the corporation as duly adopted by
approval of the Board of Directors of the corporation on August 13,
1999.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Corporation this 13th day of August, 1999.


/s/James Cannon
James Cannon, Secretary