<PAGE>   1
                                                                  EXHIBIT 3.2.1

                FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS
                              OF AUDIONET, INC.

         2.10 Nomination of Directors. Nominations of candidates for election as
directors at any annual meeting of stockholders may be made by the Board of
Directors or by any stockholder entitled to vote at such annual meeting. Only
persons nominated in accordance with the procedures set forth in this Section
2.10 shall be eligible for election as directors at an annual meeting.

         Nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Section 2.10. To be timely, a
stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not less than 120 calendar days
in advance of the date of the Corporation's proxy statement sent to stockholders
in connection with the previous year's annual meeting of stockholders, except
that if no annual meeting was held in the previous year or the date of the
annual meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, such notice
shall be received by the Corporation in a reasonable time before the
solicitation is made. Such stockholder's notice shall set forth, (i) as to the
candidate that the stockholder proposes to nominate for election as a director,
(a) the name, age, business address, and residence address of such person; (b)
the principal occupation or employment of such person; (c) the class and number
of shares of the Corporation's stock that are beneficially owned by such person
on the date of such stockholder notice; and (d) any other information relating
to such person that would be required to be disclosed pursuant to Regulations
13D and 13G promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), in connection with the acquisition of shares, and pursuant
to Regulation 14A promulgated under the Exchange Act, in connection with the
solicitation of proxies with respect to nominees for election as directors,
regardless of whether such person is subject to the provisions of such
regulations; and (ii) as to the stockholder giving the notice, (a) the name and
address, as they appear on the Corporation's books, of such stockholder and any
other stockholders known by such stockholder to be supporting such nominee; and
(b) the class and number of shares of the Corporation's stock that are
beneficially owned by such stockholder on the date of such stockholder notice
and beneficially owned by any other stockholders known by such stockholder to be
supporting such nominee on the date of such stockholder notice.

         No person shall be elected as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 2.10.
Ballots bearing the names of all the persons who have been nominated for
election as directors at an annual meeting in accordance with the procedures set
forth in this Section 2.10 shall be provided for use at the annual meeting.

         The Board of Directors may reject any nomination by a stockholder not
timely made or not in accordance wit the requirements of this Section 2.10. If
the Board of Directors determines that the information provided in a
stockholders' notice does not satisfy the information requirements of this
Section 2.10 in any material respect, the Secretary of the Corporation shall
promptly notify such stockholder of the deficiency of the notice. The
stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within five days from the date such
deficiency notice is given to the stockholder. If the deficiency is not cured
within such period, or if the Board of Directors reasonably determines that the
additional information provided by the

<PAGE>   2



stockholder, together with the information previously provided by the
stockholder, does not satisfy the requirements of this Section 2.10 in any
material respect, then the Board of Directors may reject such stockholder's
nomination. The Secretary of the Corporation shall notify a stockholder in
writing whether his nomination has been made in accordance with the time and
information requirements of this Section 2.10. Notwithstanding the procedures
set forth in this Section 2.10, if the Board of Directors does not make a
determination as to the validity of an nomination by a stockholder, the
presiding officer of the meeting to which the nomination relates shall
determine and declare at such meeting whether a nomination was made in
accordance with the terms of this Section 2.10. If the presiding officer
determines that a nomination was not made in accordance with the terms of this
Section 2.10, he shall so declare at the annual meeting, and the defective
nomination shall be disregarded.

         2.11. New Business. At an annual meeting of stockholders, only such new
business shall be conducted, and only such proposal with respect to such new
business shall be acted upon, as shall have been brought before such meeting by
or at the direction of the Board of Directors, or by any stockholder of the
Corporation who complies with the notice procedures set forth in this Section
2.11. For new business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than 120 calendar days in advance of the date of the
Corporation's proxy statement sent to stockholders in connection with the
previous year's annual meeting of stockholders, except that if no annual meeting
was held in the previous year or the date of the annual meeting has been changed
by more than 30 calendar days from the date contemplated at the time of the
previous year's proxy statement, such notice shall be received by the
Corporation in a reasonable time before the solicitation is made. A
stockholder's notice to the Secretary shall set forth, as to each matter of
business the stockholder proposes to bring before the meeting, (i) a brief
description of the matter desired to be brought before the meeting and the
reasons for conducting such business at the meeting; (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business and any other stockholders known by such stockholder to be supporting
such proposal; (iii) the class and number of shares of the Corporation's stock
that are beneficially owned by the stockholder on the date of such stockholder
notice and by any other stockholders known by such stockholder notice; and (iv)
any financial interest of the stockholder in such proposal.

         The Board of Directors may reject any stockholder proposal not timely
made or not in accordance with the requirements of this Section 2.11. If the
Board of Directors determines that the information provided in a stockholder's
notice does not satisfy the information requirements of this Section 2.11 in any
material respect, the Secretary of the Corporation shall promptly notify such
stockholder of the deficiency in the notice. The stockholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within five days from the date such deficiency notice is given to the
stockholder. If the deficiency is not cured within such period, or if the Board
of Directors reasonably determines that the additional information provided by
the stockholder, together with information previously provided, does not satisfy
the requirements of this Section 2.11 in any material respect, then the Board of
Directors may reject such stockholder's proposal. The Secretary of the
Corporation shall notify a stockholder in writing whether his proposal


<PAGE>   3

has been made in accordance with the time and information requirements of this
Section 2.11. Notwithstanding the procedures set forth in this Section 2.11, if
the Board of Directors does not make a determination as to the validity of any
stockholder proposal, the presiding officer of the meeting to which such
proposal relates shall determine and declare at that meeting whether the
stockholder proposal was made in accordance with the terms of this Section
2.11. If the presiding officer determines that a stockholder proposal was not
made in accordance with the terms of this Section 2.11, he shall so declare at
the meeting, and any such proposal shall not be acted upon at that meeting.

         This provision shall not prevent the consideration and approval or
disapproval at the meeting of reports of officers, directors, and committees, of
the Board of Directors, but in connection with such reports, no new business
shall be acted upon at such annual meeting unless stated, filed, and received as
herein provided.