BY-LAWS

                                       OF

                             OmniNet Media.Com, Inc.

                              A NEVADA CORPORATION
                                   ARTICLE ONE
                                   ----------
                                     OFFICES
                                     -------

     Section 1.1.  Registered Office - The registered office of this corporation
shall be in the County of CLARK, State of Nevada.

     Section 1.2. Other Offices - The  corporation may also have offices at such
other  places  both  within  and  without  the  State of  Nevada as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE TWO
                                   -----------
                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     Section 2.1. Place - All annual meetings of the stockholders  shall be held
at the  registered  office of the  corporation  or at such other place within or
without the State of Nevada as the directors shall  determine.  Special meetings
of the  stockholders  may be held at such time and place  within or without  the
State of Nevada as shall be stated in the  notice of the  meeting,  or in a duly
executed waiver of notice thereof.

     Section  2.2.  Annual  Meetings  -  Annual  meetings  of the  stockholders,
commencing with the year 2001 . shall be held on the SEVENTH day of JANUARY each
year if not a legal  holiday and. if a legal  holiday,  then on the next secular
day  following,  or at such other  time as may be set by the Board of  Directors
from time to time,  at which  the  stockholders  shall  elect by vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

     Section 2.3. Special Meetings - Special meetings of the  stockholders,  for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
Articles of  Incorporation,  may be called by the  President or the Secretary by
resolution  of  the  Board  of  Directors  or  at  the  request  in  writing  of
stockholders  owning a  majority  in amount of the entire  capital  stock of the
corporation  issued and  outstanding  and entitled to vote.  Such request  shall
state the purpose of the proposed meeting.

     Section 2.4.  Notices of Meetings - Notices of meetings shall be in writing
and signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors  shall  designate.
Such notice  shall state the purpose or purposes for which the meeting is called
and the time and the place,  which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered  personally to or
shall be mailed, postage prepaid, to each stockholder of record entitled to vote
at such meeting not less than ten nor more than sixty days before such  meeting.
If mailed,  it shall be directed to a  stockholder  at his address as it appears
upon the records of the  corporation  and upon such  mailing of any such notice,
the service  thereof shall be complete and the time of the notice shall being to
run  from  the  date  upon  which  such  notice  is  deposited  in the  mail for
transmission to such  stockholder.  Personal  delivery of any such notice to any
officer of a corporation or association or to any member of a partnership  shall
constitute  delivery  of  such  notice  to  such  corporation,   association  or
partnership. In the event of the transfer of stock after delivery of such notice
of and prior to the holding of the meeting it shall not be  necessary to deliver
or mail notice of the meeting to the transferee.

<PAGE>

     Section  2.5.  Purpose of  Meetings - Business  transacted  at any  special
meeting of stockholders shall be limited to the purposes stated in the notice.

     Section  2.6.  Quorum - The holders of a majority  of the stock  issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
Articles of  Incorporation.  If,  however,  such quorum  shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

     Section  2.7.  Voting - When a quorum  is  present  or  represented  at any
meeting,  the vote of the holders of a majority of the stock having v ting power
present in person or represented by proxy shall be sufficient to elect directors
or to decide any questions  brought before such meeting,  unless the question is
one upon  which by express  provision  of the  statutes  or of the  Articles  of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.

     Section 2.8. Share Voting - Each  stockholder of record of the  corporation
shall be entitled at each meeting of  stockholders to one vote for each share of
stock standing in his name on the books of the  corporation.  Upon the demand of
any  stockholder,  the vote for directors and the vote upon any question  before
the meeting shall be by ballot.

     Section 2.9. Proxy - At any meeting of the stockholders any stockholder may
be  represented  and vote by a proxy or proxies  appointed by an  instrument  in
writing. In the event that any such instrument in writing shall designate two or
more  persons to act as  proxies,  a  majority  of such  persons  present at the
meeting,  or, if only one  shall be  present,  then that one shall  have and may
exercise all of the powers conferred by such written  instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have been filed with the  secretary of the meeting when required
by the  inspectors of election.  All questions  regarding the  qualification  of
voters,  the validity of proxies and the  acceptance or rejection of votes shall
be decided by the  inspectors of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer of the meeting.

     Section 2.10.  Written Consent in Lieu of Meeting - Any action which may be
taken by the vote of the  stockholders  at a  meeting  may be  taken  without  a
meeting if authorized by the written consent of stockholders  holding at least a
majority of the voting  power,  unless the  provisions of the statutes or of the
Articles  of  Incorporation  require a  greater  proportion  of voting  power to
authorize such action in which case such greater  proportion of written consents
shall be required.

<PAGE>

                                  ARTICLE THREE
                                  -------------
                                    DIRECTORS
                                    ---------

     Section 3.1. Powers - The business of the  corporation  shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful  acts and things as are not by statute or by the  Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     Section  3.2.  Number of  Directors - The number of  directors  which shall
constitute  the whole board shall be TWO (2). The number of  directors  may from
time to time be  increased  or  decreased  to not less  than  one nor more  than
fifteen by action of the Board of Directors.  The directors  shall be elected at
the annual  meeting of the  stockholders  and except as provided in Section 2 of
this  Article,  each  director  elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

     Section  3.3.  Vacancies - Vacancies  in the Board of  Directors  including
those  caused by an  increase  in the  number of  directors,  may be filled by a
majority of the  remaining  directors,  though less than a quorum,  or by a sole
remaining  director,  and each  director so elected  shall hold office until his
successor is elected at an annual or a special meeting of the stockholders.  The
holders of a two-thirds of the outstanding  shares of stock entitled to vote may
at any  time  peremptorily  terminate  the term of  office  of all or any of the
directors by vote at a meeting called for such purpose or by a written statement
filed  with the  secretary  or, in his  absence.  with any other  officer.  Such
removal  shall be  effective  immediately,  even if  successors  are not elected
simultaneously and the vacancies on the Board of Directors  resulting  therefrom
shall be filled only by the stockholders.

     A vacancy or vacancies  in the Board of Directors  shall be deemed to exist
in case  of the  death,  resignation  or  removal  of any  directors,  or if the
authorized number of directors be increased,  or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.

     The  stockholders may elect a director or directors at any time to fill any
vacancy or  vacancies  not filled by the  directors.  If the Board of  Directors
accepts the resignation of a director  tendered to take effect at a future time,
the Board or the  stockholders  shall  have power to elect a  successor  to take
office when the resignation is to become effective.

     No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.

<PAGE>

                                  ARTICLE FOUR
                                  ------------
                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------

     Section 4.1.  Place - Regular  meetings of the Board of Directors  shall be
held at any place  within or without  the State which has been  designated  from
time to time by resolution of the Board or by written  consent of all members of
the Board. In the absence of such designation  regular meetings shall be held at
the registered  office of the corporation.  Special meetings of the Board may be
held either at a place so designated or at the registered office.

     Section 4.2.  First Meeting - The first meeting of each newly elected Board
of Directors shall be held immediately  following the adjournment of the meeting
of  stockholders  and at the place  thereof.  No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting,  provided
a quorum be present.  In the event such meeting is not so held,  the meeting may
be held at such  time  and  place as shall  be  specified  in a notice  given as
hereinafter provided for special meetings of the Board of Directors.

     Section 4.3.  Regular Meetings - Regular meetings of the Board of Directors
may be held  without call or notice at such time and at such place as shall from
time to time be fixed and determined by the Board of Directors.

     Section 4.4.  Special Meetings - Special Meetings of the Board of Directors
may be called by the Chairman or the  President or by any  Vice-President  or by
any two directors.

     Written notice of the time and place of special meetings shall be delivered
personally to each  director,  or sent to each director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records or is not readily ascertainable, at the place in which
the meetings of the directors are regularly  held. In case such notice is mailed
or telegraphed,  it shall be deposited in the United States mail or delivered to
the telegraph  company at lease  forty-eight (48) hours prior to the time of the
holding of the meeting.  In case such notice is delivered as above provided,  it
shall be so delivered at lease  twenty-four  (24) hours prior to the time of the
holding of the meeting Such mailing,  telegraphing or delivery as above provided
shall be due, legal and personal notice to such director.

     Section 4.5.  Notice - Notice of the time and place of holding an adjourned
meeting need not be given to the absent directors if the time and place be fixed
at the meeting adjourned.

     Section  4.6.  Waiver - The  transactions  of any  meeting of the Board -of
Directors,  however  called and noticed or wherever  held,  shall be as valid as
though had at a meeting duly held after 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,  or a consent to holding such meeting,
or an approval of the minutes thereof.  All such waivers,  consents or approvals
shall be filed with the  corporate  records or made a part of the minutes of the
meeting.

     Section  4.7.  Quorum - A majority of the  authorized  number of  directors
shall be  necessary  to  constitute  a quorum for the  transaction  of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors  present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of  Incorporation.  Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented  to in  writing,  by all of the other  members of the Board shall be as
valid and  effective  in all  respects  as if  passed  by the  Board in  regular
meeting.

<PAGE>

     Section  4.8.  Adjournment  - A quorum of the  directors  may  adjourn  any
directors  meeting to meet again at a stated  day and hour;  provided,  however,
that in the  absence of a quorum,  a majority  of the  directors  present at any
directors  meeting,  either  regular or special,  may adjourn  from time to time
until the time fixed for the next regular meeting of the Board.

                                  ARTICLE FIVE
                                  ------------
                             COMMITTEES OF DIRECTORS
                             -----------------------

     Section 5.1. Power to Designate - The Board of Directors may, by resolution
 adopted by a majority of the whole Board, designate one or more committees

of the Board of  Directors,  each  committee  to  consist  of one or more of the
directors of the  corporation  which,  to the extent provided in the resolution,
shall  have  and may  exercise  the  power  of the  Board  of  Directors  in the
management of the business and affairs of the  corporation and may have power to
authorize  the seal of the  corporation  to be affixed  to all papers  which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors.  The members of any such
committee  present at any meeting and not disqualified  from voting may, whether
or not they constitute a quorum. unanimously appoint another member of the Board
of  Directors  to act at the meeting in the place of any absent or  disqualified
member.  At meetings of such committees,  a majority of the members or alternate
members shall  constitute a quorum for the transaction of business,  and the act
of a majority of the members or alternate  members at any meeting at which there
is a quorum shall be the act of the committee.

     Section 5.2. Regular Minutes - The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.

     Section 5.3. Written Consent - Any action required or permitted to be taken
at any meeting of the Board,  of  Directors or of any  committee  thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the  Board of  Directors  or of such  committee,  as the  case may be,  and such
written  consent  is filed  with the  minutes  of  proceedings  of the  Board or
committee.

                                   ARTICLE SIX
                                   -----------
                            COMPENSATION OF DIRECTORS
                            -------------------------

     Section 6.1.  Compensation  - The directors  may be paid their  expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of Directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of  special  or  standing  committees  may be  allowed  like  reimbursement  and
compensation for attending committee meetings.

<PAGE>

                                  ARTICLE SEVEN
                                  -------------
                                     NOTICES

                                     -------

     Section 7.1.  Notice - Notices to directors  and  stockholders  shall be in
writing and delivered  personally or mailed to the directors or  stockholders at
their addresses appearing on the books of the corporation.  Notice by mail shall
be  deemed  to be given at the time  when the same  shall be  mailed.  Notice to
directors may also be given by telegram.

     Section  7.2.  Consent  -  Whenever  all  parties  entitled  to vote at any
meeting.  whether of directors or stockholders,  consent, either by a writing on
the records of the meeting or filed with the  secretary,  or by presence at such
meeting  and oral  consent  entered  on the  minutes,  or by taking  part in the
deliberations  at such meeting  without  objection,  the doings of such meetings
shall be as valid as if had at a meeting  regularly  called and noticed,  and at
such  meeting any  business may be  transacted  which is not  excepted  from the
written consent or to the consideration of which no objection for want of notice
is made at the time,  and if any meeting be  irregular  for want of notice or of
such consent,  provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and  approved and rendered  likewise  valid and the
irregularity  or defect therein waived by a writing signed by all parties having
the right to vote at such meeting;  and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.

     Section 7.3. Waiver of Notice - Whenever any notice whatever is required to
be given under the provisions of the statutes,  of the Articles of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                  ARTICLE EIGHT
                                  -------------
                                    OFFICERS

                                    --------

     Section  8.1.  Appointment  of Officers - The  officers of the  corporation
shall be chosen by the Board of Directors and shall be a President,  a Secretary
and a Treasurer. Any person may hold two or more offices.

     Section  8.2.  Time of  Appointment  - The Board of  Directors at its first
meeting after each annual meeting of stockholders shall choose a Chairman of the
Board who shall be a director,  and shall choose a President,  a Secretary and a
Treasurer, none of whom need be directors.

     Section 8.3.  Additional  Officers - The Board of  Directors  may appoint a
Vice  Chairman  of  the  Board,   Vice-Presidents  and  one  or  more  Assistant
Secretaries  and Assistant  Treasurers  and such other officers and agents as it
shall  deem  necessary  who shall hold  their  offices  for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

     Section 8.4.  Salaries - The salaries and  compensation  of all officers of
the corporation shall be fixed by the Board of Directors.

     Section 8.5.  Vacancies - The officers of the corporation shall hold office
at the pleasure of the Board of Directors.  Any officer  elected or appointed by
the Board of Directors may be removed at any time by the Board of Directors. Any
vacancy  occurring  in any  office of the  corporation  by  death,  resignation,
removal or otherwise shall be filled by the Board of Directors.

<PAGE>

     Section  8.6.  Chairman  of the Board - The  Chairman  of the  Board  shall
preside at meetings of the  stockholders  and the Board of Directors.  and shall
see that all orders and  resolutions  of the Board of Directors are carried into
effect.

     Section 8.7.  Vice-Chairman  - The  Vice-Chairman  shall, in the absence or
disability  of the  Chairman of the Board,  perform the duties and  exercise the
powers of the  Chairman of the Board and shall  perform such other duties as the
Board of Directors may from time to time prescribe.

     Section 8.8. President - The President shall be the chief executive officer
of the  corporation  and shall have  active  management  of the  business of the
corporation.  He shall  execute  on behalf of the  corporation  all  instruments
requiring such execution except to the extent the signing and execution  thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.

     Section  8.9.  Vice-President  - The  Vice-President  shall  act  under the
direction of the  President  and in the absence or  disability  of the President
shall  perform the duties and exercise the powers of the  President.  They shall
perform  such other  duties and have such other  powers as the  President or the
Board of Directors may from time to time  prescribe.  The Board of Directors may
designate one or more  Executive  Vice  Presidents or may otherwise  specify the
order  of  seniority  of the  Vice-Presidents.  The  duties  and  powers  of the
President  shall  descend  to the  Vice-Presidents  in such  specified  order of
seniority.

     Section 8.10.  Secretarv - The  Secretarv  shall act under the direction of
the  President.  Subject to the  direction of the  President he shall attend all
meetings of the Board of  Directors  and all  meetings of the  stockholders  and
record the proceedings. He shall perform like duties for the standing committees
when  required.  He shall give, or cause to be given.  notice of all meetings of
the  stockholders  and  special  meetings of the Board of  Directors,  and shall
perform such other duties as may be  prescribed by the President or the Board of
Directors.

     Section 8.11. Assistant  Secretaries - The Assistant  Secretaries shall act
under  the  direction  of the  President.  In order of their  seniority,  unless
otherwise determined by the President or the Board of Directors.  they shall, in
the absence or disability of the Secretary,  perform the duties and exercise the
powers of the  Secretary.  They shall  perform  such other  duties and have such
other powers as the  President  or the Board of Directors  may from time to time
prescribe.

     Section 8.12.  Treasurer - The  Treasurer  shall act under the direction of
the  President.  Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate  accounts
of receipts and  disbursements  in books  belonging to the corporation and shall
deposit all monies and other  valuable  effects in the name and to the credit of
the  corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  He shall disburse the funds of the  corporation as may be ordered by
the  President  or the  Board of  Directors,  taking  proper  vouchers  for such
disbursements,  and shall render to the President and the Board of Directors, at
its regular meetings.  or when the Board of Directors so requires, an account of
all  his  transactions  as  Treasurer  and of  the  financial  condition  of the
corporation.

<PAGE>

     Section 8.13. Surety - If required by the Board of Directors, he shall give
the  corporation a bond in such sum and with such surety or sureties as shall be
satisfactory  to the Board of  Directors  for the  faithful  performance  of the
duties of his office and for the restoration to the corporation.  in case of his
death,  resignation,  retirement or removal from office,  of all books.  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 8.14. Assistant Treasurer - The Assistant Treasurer in the order of
their seniority,  unless  otherwise  determined by the President or the Board of
Directors,  shall,  in the absence or disability of the  Treasurer,  perform the
duties and exercise the powers of the  Treasurer.  They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.

                                  ARTICLE NINE
                                  ------------
                              CERTIFICATES OF STOCK
                              ---------------------

     Section 9.1. Share  Certificates - Every  stockholder  shall be entitled to
have a certificate signed by the President or a Vice-President and the Treasurer
or an Assistant  Treasurer,  or the  Secretary or an Assistant  Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the  corporation  shall be  authorized to issue more than once class of stock or
more than one series of any class. the  designations,  preferences and relative,
participating,  optional or other special rights of the various classes of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
rights,  shall  be set  forth in full or  summarizes  on the face or back of the
certificate which the corporation shall issue to represent such stock.

     Section 9.2. Transfer Agents - If a certificate is signed (a) by a transfer
agent other than the  corporation  or its employees or (b) by a registrar  other
than the  corporation  or its  employees,  the signatures of the officers of the
corporation  may be  facsimiles.  In case any  officer  who has  signed or whose
facsimile  signature has been placed upon a  certificate  shall cease to be such
officer before such  certificate is issued,  such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The seal
of the  corporation,  or a facsimile  thereof,  may, but need not be, affixed to
certificates of stock.

     Section  9.3.  Lost or Stolen  Certificates  - The Board of  Directors  may
direct  a new  certificate  or  certificates  to  be  issued  in  place  of  any
certificate or certificates  theretofore  issued by the  corporation  alleged to
have been lost or  destroyed  upon the making of an affidavit o that fact by the
person  claiming  the  certificate  of  stock  to be  lost  or  destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  Board of
Directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,   require  the  owner  of  such  lost  or  destroyed   certificate   or
certificates, or his legal representative,  to advertise the same in such manner
as it shall  require  and/or give the  corporation  a bond in such sum as it may
direct as indemnity  against any claim that may be made against the  corporation
with respect to the certificate alleged to have been lost or destroyed.

     Section 9.4.  Share  Transfers - Upon  surrender to the  corporation or the
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,  if it is satisfied that all
provisions of the laws and regulations  applicable to the corporation  regarding
transfer  and  ownership  of shares  have  been  complied  with,  to issue a new
certificate  to the person  entitled  thereto,  cancel the old  certificate  and
record the transaction upon its books.

<PAGE>

     Section 9.5. Voting Shareholder - The Board of Directors may fix in advance
a date not exceeding  sixty (60) days nor less than ten (10) days  preceding the
date  of any  meeting  of  stockholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion  or exchange of capital  stock shall go into effect,  or a date in
connection  with  obtaining the consent of  stockholders  for any purpose,  as a
record date for the determination of the stockholders  entitled to notice of and
to vote at any such meeting, and any adjournment thereof; or entitled to receive
payment of any such dividend,  or to give such consent,  and in such case,  such
stockholders,  and only such  stockholders  as shall be stockholder of record on
the date so fixed,  shall be entitled to notice of and to vote at such  meeting,
or any  adjournment  thereof,  or to  receive  payment of such  dividend.  or to
receive such  allotment of rights,  or to exercise such rights,  or to give such
consent,  as the case may be,  notwithstanding  any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.

     Section 9.6.  Shareholders  Record - The  corporation  shall be entitled to
recognize  the person  registered  on its books as the owner of shares to be the
exclusive  owner  for all  purposes  including  voting  and  dividends,  and the
corporation  shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as other wise provided by
the laws of Nevada.

                                   ARTICLE TEN
                                   -----------
                               GENERAL PROVISIONS
                               ------------------

     Section  10.1.  Dividends  -  Dividends  upon  the  capital  stock  of  the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared  by the Board of  Directors  at any regular or special  meeting,
pursuant to law.  Dividends may be paid in cash. in property or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.

     Section 10.2.  Reserves - Before payment of any dividend,  there may be set
aside out of any funds of the  corporation  available for dividends  such sum or
sums as the directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends or for repairing or maintaining any property of the corporation or for
such other purpose as the directors shall think conducive to the interest of the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

     Section  10.3.  Checks - All checks or  demands  for money and notes of the
corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section  10.4.  Fiscal Year - The fiscal year of the  corporation  shall be
fixed by resolution of the Board of Directors.

     Section  10.5.  Corporate  Seal - The  corporation  may or may  not  have a
corporate  seal,  as may from time to time be  determined  by  resolution of the
Board of  Directors.  If a corporate  seal is adopted,  it shall have  inscribed
thereon  the  name  of the  Corporation  and the  words  "Corporate  Seals"  and
"Nevada".  The seal  may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or in any manner reproduced.

<PAGE>

                                 ARTICLE ELEVEN
                                 --------------
                                 INDEMNIFICATION

                                 ---------------

     Every person who was or is a party or is  threatened  to be made a party to
or is involved in any  action,  suit or  proceeding,  whether  civil.  criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom he is the legal  representative  is or was a  director  or  officer  of the
corporation  or is or was serving at the request of the  corporation  or for its
benefit  as  a  director   or  officer  of  another   corporation,   or  as  its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses,  liability and loss (including attorneys' fees,  judgments,  fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in  connection  therewith.  The expenses of officers and  directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  Such right of indemnification  shall be a contract right which may
be enforced in any manner desired by such person.  Such right of indemnification
shall not be  exclusive  of any other  right which such  directors,  officers or
representatives  may  have  or  hereafter  acquire  and,  without  limiting  the
generality of such statement,  they shall be entitled to their respective rights
of indemnification under any bylaw, agreement,  vote of stockholders,  provision
of law or otherwise, as well as their rights under this Article.

     The Board of Directors may cause the  corporation  to purchase and maintain
insurance  on behalf of any person  who is or was a  director  or officer of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director  or officer  of  another  corporation,  or as its  representative  in a
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted against such person and incurred in any such capacity or arising out of
such status,  whether or not the  corporation  would have the power to indemnify
such person.

     The Board of  Directors  may from time to time adopt  further  Bylaws  with
respect to indemnification and may amend these and such Bylaws to provide at all
times the fullest  indemnification  permitted by the General  Corporation Law of
the State of Nevada.

<PAGE>

                                 ARTICLE TWELVE
                                 --------------
                                   AMENDMENTS
                                   ----------

     Section 12.1 By  Shareholder - The Bylaws may be amended by a majority vote
of all the stock  issued and  outstanding  and entitled to vote at any annual or
special meeting of the stockholders, provided notice of intention to amend shall
have been contained in the notice of the meeting.

     Section  12.2 By Board of  Directors - The Board of Directors by a majority
vote of the whole Board at any meeting may amend these Bylaws,  including Bylaws
adopted by the stockholders,  but the stockholders may from time to time specify
particular  provisions  of the Bylaws which shall not be amended by the Board of
Directors.

               APPROVED AND ADOPTED this 1st. day of August, 2000.




                                            /s/ James A. Graves
                                            -------------------------------
                                            James A. Graves
                                            VP/Secretary, OmniNet Media.com


<PAGE>

                            CERTIFICATE OF SECRETARY

     I hereby  certify that I am the Secretary of OmniNet  Media.com,  Inc., and
that the foregoing Bylaws, consisting of 11 pages, constitute the code of Bylaws
of OmniNet Media.com, Inc., as duly adopted with a unanimous consent without the
benefit of meeting of the Board of  Directors  of the  corporation  held on this
date of August 1, 2000.

IN WITNESS WHEREOF,  I have hereunto  subscribed my name this 1st day of August,
2000.

                            /s/ James A. Graves
                            -------------------------------------
                            James A. Graves
                            Secretary /VP, OmniNet Media.com, Inc.