BYLAWS

                                       OF

                              GLOBALNET CORPORATION



                                    Article 1

                                  STOCKHOLDERS

1.1 CERTIFICATES  REPRESENTING  STOCK.  Every holder of stock in the corporation
shall be  entitled  to have a  certificate  signed  by,  or in the name of,  the
corporation by the Chairman or Vice-Chairman of the Board of Directors,  if any,
or by the  President or a  Vice-President  and by the  Treasurer or an Assistant
Treasurer or the Secretary or an Assistant  Secretary of the  corporation  or by
agents  designated  by the Board of Directors,  certifying  the number of shares
owned by him in the corporation and setting forth any additional statements that
may be required by the General  Corporation  Law of the State of Nevada (General
Corporation  Law).  If  any  such  certificate  is  countersigned  or  otherwise
authenticated  by a transfer  agent or transfer  clerk,  and by a  registrar,  a
facsimile of the signature of the officers,  the transfer  agent or the transfer
clerk or the registrar of the corporation  may be printed or  lithographed  upon
the certificate in lieu of the actual signatures. If any officer or officers who
shall have signed,  or whose facsimile  signature or signatures  shall have been
used on any  certificate  or  certificates  shall  cease to be such  officer  or
officers of the corporation  before such certificate or certificates  shall have
been  delivered  by  the  corporation,   the  certificate  or  certificates  may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons  who signed such  certificate  or  certificates,  or whose
facsimile  signature or signatures shall have been used thereon,  had not ceased
to be such officer or officers of the corporation.

     Whenever the  corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class  of  stock,  the  certificates
representing  stock of any such  class or series  shall set  forth  thereon  the
statements  prescribed by the General  Corporation  Law. Any restrictions on the
transfer  or  registration  of  transfer  of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.

     The  corporation  may  issue a new  certificate  of  stock  in place of any
certificate  theretofore  issued by it,  alleged to have been lost,  stolen,  or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation  against any claim that may be made
against it on account of the alleged loss,  theft,  or  destruction  of any such
certificate or the issuance of any such new certificate.

1.2  FRACTIONAL  SHARE  INTERESTS.  The  corporation  is not  obliged to but may
execute and deliver a  certificate  for or  including a fraction of a share.  In
lieu of executing and  delivering a certificate  for a fraction of a share,  the
corporation  may proceed in the manner  prescribed by the  provisions of Section
78.205 of the General Corporation Law.

1.3 STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock,  if any,  transfers or registration
of  transfers  of shares of stock of the  corporation  shall be made only on the
stock ledger of the  corporation by the  registered  holder  thereof,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Secretary of the  corporation  or with a transfer  agent or a registrar,  if
any, and on  surrender of the  certificate  or  certificates  for such shares of
stock properly endorsed and the payment of all taxes, if any, due thereon.

1.4  RECORD  DATE  FOR   STOCKHOLDERS.   For  the  purpose  of  determining  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other

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distribution or the allotment of any rights,  or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting,  nor more than sixty days prior to any other action.  If no record date
is fixed, the record date for determining  stockholders entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of  business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next  preceding the day on which the meeting is
held; the record date for determining  stockholders  entitled to express consent
to corporate  action in writing  without a meeting,  when no prior action by the
Board of Directors  is  necessary,  shall be the day on which the first  written
consent is expressed;  and the record date for determining  stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors   adopts  the  resolution   relating   thereto.   A  determination  of
stockholders  of  record  entitled  to notice  of or to vote at any  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

1.5 MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class upon which or upon whom the Articles of Incorporation confers
such rights  where there are two or more classes or series of shares of stock or
upon  which  or upon  whom the  General  Corporation  Law  confers  such  rights
notwithstanding that the articles of incorporation may provide for more than one
class or series of shares of stock,  one or more of which are  limited or denied
such rights thereunder;  provided, however, that no such right shall vest in the
event of an increase or a decrease in the  authorized  number of shares of stock
of any  class or  series  which is  otherwise  denied  voting  rights  under the
provisions of the Articles of Incorporation.

1.6 STOCKHOLDER MEETINGS.

     - TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the  directors,  provided,  that the first annual  meeting
shall be held on a date within  thirteen  months after the  organization  of the
corporation,  and each successive  annual meeting shall be held on a date within
thirteen  months  after  the date of the  preceding  annual  meeting.  A special
meeting shall be held on the date and at the time fixed by the directors.

     - PLACE.  Annual meetings and special meetings shall be held at such place,
within or outside the State of Nevada,  as the directors may, from time to time,
fix.

     - CALL. Annual meetings and special meetings may be called by the directors
or by any officer instructed by the directors to call the meeting.

     - NOTICE OR WAIVER OF NOTICE.  Notice of all  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  must
designate.  The notice must state the purpose or purposes  for which the meeting
is called and the time when,  and the place,  where it is to be held.  A copy of
the notice must be either delivered personally or mailed postage prepaid to each
stockholder  not less than ten nor more than sixty days before the  meeting.  If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of the corporation.  Any stockholder may waive notice of any meeting
by a writing signed by him, or his duly  authorized  attorney,  either before or
after the meeting; and whenever notice of any kind is required to be given under
the provisions of the General  Corporation  Law, a waiver thereof in writing and
duly signed  whether  before or after the time stated  therein,  shall be deemed
equivalent thereto.
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     - CONDUCT OF MEETING.  Meetings of the stockholders  shall be presided over
by one of the  following  officers in the order of seniority  and if present and
acting - the Chairman of the Board, if any, the  Vice-Chairman  of the Board, if
any, the President, a Vice-President,  or, if none of the foregoing is in office
and  present and acting,  by a chairman  to be chosen by the  stockholders.  The
Secretary of the corporation,  or in his absence, an Assistant Secretary,  shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary  is present the Chairman of the meeting  shall  appoint a secretary of
the meeting.

     - PROXY REPRESENTATION. At any meeting of stockholders, any stockholder may
designate  another  person  or  persons  to act for him by proxy  in any  manner
described in, or otherwise  authorized  by, the  provisions of Section 78.355 of
the General Corporation Law.

     - INSPECTORS.  The directors, in advance of any meeting, may, but need not,
appoint  one or  more  inspectors  of  election  to act  at the  meeting  or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more  inspectors.  In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by  appointment  made by the  directors  in advance of the
meeting or at the meeting by the person presiding  thereat.  Each inspector,  if
any,  before  entering upon the discharge of his duties,  shall take and sign an
oath  faithfully  to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.  The inspectors,  if any,
shall  determine the number of shares of stock  outstanding and the voting power
of each,  the shares of stock  represented  at the meeting,  the  existence of a
quorum, the validity and effect of proxies,  and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  stockholders.  On request of the person  presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any  challenge,  question or matter  determined  by him or them and execute a
certificate of any fact found by him or them.

     - QUORUM.  Stockholders holding at least a majority of the voting power are
necessary  to  constitute  a  quorum  at  a  meeting  of  stockholders  for  the
transaction  of  business  unless  the action to be taken at the  meeting  shall
require a greater proportion.  The stockholders  present may adjourn the meeting
despite the absence of a quorum.

     - VOTING. Each share of stock shall entitle the holder thereof to one vote.
In the election of  directors,  a plurality  of the votes cast shall elect.  Any
other  action is  approved  if the  number of votes  cast in favor of the action
exceeds the number of votes cast in opposition  to the action,  except where the
General  Corporation  Law,  the  Articles  of  Incorporation,  or  these  Bylaws
prescribe a different  percentage of votes and/or a different exercise of voting
power. In the election of directors,  voting need not be by ballot;  and, except
as otherwise may be provided by the General  Corporation  Law,  voting by ballot
shall not be required for any other action.

     Stockholders  may  participate in a meeting of  stockholders  by means of a
conference  telephone or similar  method of  communication  by which all persons
participating in the meeting can hear each other.

     1.7 STOCKHOLDER ACTION WITHOUT MEETING. Except as may otherwise be provided
by the General  Corporation Law, any action required or permitted to be taken at
a meeting  of the  stockholders  may be taken  without  a  meeting  if a written
consent  thereto is signed by  stockholders  holding at least a majority  of the
voting  power;  provided  that if a  different  proportion  of  voting  power is
required  for such an  action at a  meeting,  then that  proportion  of  written
consents is  required.  In no instance  where  action is  authorized  by written
consent need a meeting of stockholders be called or noticed.

                                    Article 2

                                    DIRECTORS

     2.1 FUNCTIONS AND  DEFINITION.  The business and affairs of the corporation
shall be  managed by the Board of  Directors  of the  corporation.  The Board of
Directors  shall have authority to fix the  compensation  of the members thereof
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for services in any capacity.  The use of the phrase "whole Board" herein refers
to the total number of directors which the corporation  would have if there were
no vacancies.

     2.2 QUALIFICATIONS  AND NUMBER.  Each director must be at least 18 years of
age. A director need not be a stockholder  or a resident of the State of Nevada.
The number of  directors  constituting  the whole  board  shall be at least one.
Subject to the foregoing limitation,  such number may be fixed from time to time
by action of the  stockholders or of the directors.  The number of directors may
be increased or decreased by action of the stockholders or of the directors.

     2.3 ELECTION AND TERM. Directors may be elected in the manner prescribed by
the provisions of Sections 78.320 through 78.335 of the General  Corporation Law
of  Nevada.  The first  Board of  Directors  shall hold  office  until the first
election of directors by stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the  corporation.  Thereafter,  directors who
are elected at an election of directors by  stockholders,  and directors who are
elected in the interim to fill vacancies and newly created directorships,  shall
hold office until the next election of directors by stockholders and until their
successors  are elected and  qualified  or until their  earlier  resignation  or
removal.  In the interim between  elections of directors by stockholders,  newly
created directorships and any vacancies in the Board of Directors, including any
vacancies  resulting from the removal of directors for cause or without cause by
the stockholders and not filled by said stockholders,  may be filled by the vote
of a majority of the remaining  directors  then in office,  although less than a
quorum, or by the sole remaining director.

     2.4 MEETINGS.

     - TIME.  Meetings shall be held at such time as the Board shall fix, except
that the first  meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

     - PLACE.  Meetings  shall be held at such place within or without the State
of Nevada as shall be fixed by the Board.

     - CALL.  No call shall be required for regular  meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of
the President, or of a majority of the directors in office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE  WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode of notice  of the time and  place  shall be given  for  special
meetings  in  sufficient  time  for the  convenient  assembly  of the  directors
thereat.  Notice if any need not be given to a  director  or to any  member of a
committee  of  directors  who submits a written  waiver of notice  signed by him
before or after the time stated therein.

     - QUORUM AND  ACTION.  A majority  of the  directors  then in office,  at a
meeting duly assembled,  shall  constitute a quorum. A majority of the directors
present,  whether or not a quorum is  present,  may adjourn a meeting to another
time and place.  Except as the  Articles of  Incorporation  or these  Bylaws may
otherwise provide,  and except as otherwise provided by the General  Corporation
Law,  the act of the  directors  holding a majority  of the voting  power of the
directors,  present at a meeting at which a quorum is present, is the act of the
Board. The quorum and voting  provisions herein stated shall not be construed as
conflicting with any provisions of the General  Corporation Law and these Bylaws
which govern a meeting of directors  held to fill  vacancies  and newly  created
directorships in the Board or action of disinterested directors.

     Members of the Board or of any  committee  which may be  designated  by the
Board may participate in a meeting of the Board or of any such committee, as the
case  may  be,  by  means  of  a  telephone  conference  or  similar  method  of
communication by which all persons participating in the meeting hear each other.
Participation in a meeting by said means  constitutes  presence in person at the
meeting.
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     - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present
and acting, shall preside at all meetings.  Otherwise,  the Vice-Chairman of the
Board,  if any and if present  and  acting,  or the  President,  if present  and
acting, or any other director chosen by the Board, shall preside.

     2.5 REMOVAL OF  DIRECTORS.  Any or all of the  directors may be removed for
cause  or  without  cause  in  accordance  with the  provisions  of the  General
Corporation Law.

     2.6  COMMITTEES.  Whenever its number consists of two or more, the Board of
Directors may designate one or more committees which have such powers and duties
as the Board shall determine.  Any such committee, to the extent provided in the
resolution or resolutions  of the Board,  shall have and may exercise the powers
and  authority of the Board of Directors in the  management  of the business and
affairs  of  the  corporation  and  may  authorize  the  seal  or  stamp  of the
corporation  to be  affixed to all  papers on which the  corporation  desires to
place a seal or stamp.  Each committee  must include at least one director.  The
Board of Directors may appoint natural persons who are not directors to serve on
committees.

     2.7  WRITTEN  ACTION.  Any action  required or  permitted  to be taken at a
meeting  of the Board of  Directors  or of any  committee  thereof  may be taken
without a meeting if, before or after the action,  a written  consent thereto is
signed by a majority  of the  members of the Board or of the  committee,  as the
case may be.

                                    Article 3

                                    OFFICERS

     3.1 The corporation  must have a President,  a Secretary,  and a Treasurer,
and, if deemed necessary,  expedient,  or desirable by the Board of Directors, a
Chairman  of  the  Board,   a   Vice-Chairman   of  the  Board,   an   Executive
Vice-President,  one  or  more  other  Vice-Presidents,  one or  more  Assistant
Secretaries,  one or more  Assistant  Treasurers,  and such other  officers  and
agents with such titles as the resolution choosing them shall designate. Each of
any such  officers  must be natural  persons  and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of Directors.

     3.2  QUALIFICATIONS.  Except as may otherwise be provided in the resolution
choosing him, no officer  other than the Chairman of the Board,  if any, and the
Vice-Chairman of the Board, if any, need be a director.  Any person may hold two
or more offices, as the directors may determine.

     3.3 TERM OF OFFICE.  Unless otherwise  provided in the resolution  choosing
him,  each  officer  shall be chosen for a term which shall  continue  until the
meeting  of the  Board  of  Directors  following  the  next  annual  meeting  of
stockholders  and  until  his  successor  shall  have  been  chosen or until his
resignation or removal before the expiration of his term.

     Any  officer  may be  removed,  with or  without  cause,  by the  Board  of
Directors or in the manner determined by the Board.

     Any vacancy in any office may be filled by the Board of Directors or in the
manner determined by the Board.

     3.4 DUTIES AND AUTHORITY.  All officers of the corporation  shall have such
authority  and  perform  such  duties in the  management  and  operation  of the
corporation  as shall be prescribed in the resolution  designating  and choosing
such officers and prescribing  their  authority and duties,  and shall have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions or instruments may be inconsistent therewith.

                                    Article 4

                                REGISTERED OFFICE
<PAGE>
     The location of the initial  registered  office of the  corporation  in the
State of Nevada is the address of the initial resident agent of the corporation,
as set forth in the Articles of Incorporation.

     The corporation shall maintain at said registered office a copy,  certified
by  the  Secretary  of  State  of the  State  of  Nevada,  of  its  Articles  of
Incorporation,  and  all  amendments  thereto,  and a  copy,  certified  by  the
Secretary of the corporation,  of these Bylaws, and all amendments thereto.  The
corporation  shall  also  keep at said  registered  office a stock  ledger  or a
duplicate stock ledger, revised annually,  containing the names,  alphabetically
arranged, of all persons who are stockholders of the corporation,  showing their
places  of  residence,  if  known,  and  the  number  of  shares  held  by  them
respectively  or a statement  setting out the name of the custodian of the stock
ledger or  duplicate  stock  ledger,  and the present and  complete  post office
address,  including  street and  number,  if any,  where  such  stock  ledger or
duplicate stock ledger is kept.


                                    Article 5

                             CORPORATE SEAL OR STAMP

     The corporate seal or stamp shall be in such form as the Board of Directors
may prescribe.

                                    Article 6

                                   FISCAL YEAR

     The fiscal year of the corporation  shall be fixed, and shall be subject to
change, by the Board of Directors.

                                    Article 7

                               CONTROL OVER BYLAWS

     The power to amend,  alter,  and repeal these Bylaws and to make new Bylaws
shall be vested in the Board of Directors subject to the Bylaws, if any, adopted
by the stockholders.