EXHIBIT 4.2
                                     BYLAWS



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                         TIMEBEAT.COM ENTERPRISES INC.


                                     BYLAWS
































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Adopted as of May 24, 2001


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                          TIMEBEAT.COM ENTERPRISES INC.
                                     BYLAWS

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION                                                                           PAGE

ARTICLE I         OFFICES

<S>      <C>                                                                      <C>
1.1      Registered Office......................................................   1
1.2      Principal Office.......................................................   1

ARTICLE II STOCKHOLDERS

2.1      Annual Meeting ........................................................   1
2.2      Special Meetings.......................................................   1
2.3      Place of Meeting.......................................................   2
2.4      Notice of Meeting......................................................   2
2.5      Adjournment............................................................   2
2.6      Organization...........................................................   2
2.7      Closing of Transfer Books or Fixing of Record Date.....................   2
2.8      Quorum.................................................................   3
2.9      Proxies................................................................   3
2.10     Voting of Shares.......................................................   3
2.11     Action Taken Without a Meeting.........................................   4
2.12     Meetings by Telephone..................................................   4

ARTICLE III DIRECTORS

3.1      Board of Directors; Number; Qualifications; Election...................   4
3.2      Powers of the Board of Directors: Generally............................   4
3.3      Committees of the Board of Directors...................................   4
3.4      Resignation............................................................   5
3.5      Removal................................................................   5
3.6      Vacancies..............................................................   5
3.7      Regular Meetings.......................................................   5
3.8      Special Meetings.......................................................   5
3.9      Notice.................................................................   5
3.10     Quorum.................................................................   6
3.11     Manner of Acting.......................................................   6
3.12     Compensation...........................................................   6
3.13     Action Taken Without a Meeting.........................................   6
3.14     Meetings by Telephone..................................................   6


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ARTICLE IV OFFICERS AND AGENTS

4.1      Officers of the Corporation............................................   6
4.2      Election and Term of Office............................................   7
4.3      Removal................................................................   7
4.4      Vacancies..............................................................   7
4.5      President..............................................................   7
4.6      Vice Presidents........................................................   8
4.7      Secretary..............................................................   8
4.8      Treasurer..............................................................   8
4.9      Salaries...............................................................   9
4.10     Bonds..................................................................   9

ARTICLE V STOCK

5.1      Certificates...........................................................   9
5.2      Record.................................................................  10
5.3      Consideration for Shares...............................................  10
5.4      Cancellation of Certificates...........................................  10
5.5      Lost Certificates......................................................  10
5.6      Transfer of Shares.....................................................  10
5.7      Transfer Agents, Registrars, and Paying Agents.........................  11

ARTICLE VI INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.1      Indemnification; Advancement of Expenses...............................  11
6.2      Insurance and Other Financial Arrangements Against Liability of
         Directors, Officers, Employees, and Agents.............................  11

ARTICLE VII ACQUISITION OF CONTROLLING INTEREST

7.1      Acquisition of Controlling Interest....................................  12


ARTICLE VIII EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
                  DEPOSITS; PROXIES

8.1      Execution of Instruments...............................................  12
8.2      Loans    ..............................................................  12
8.3      Checks and Endorsements................................................  12
8.4      Deposits...............................................................  12
8.5      Proxies................................................................  13
8.6      Contracts..............................................................  13


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ARTICLE IX  MISCELLANEOUS

9.1      Waivers of Notice......................................................  13
9.2      Corporate Seal.........................................................  13
9.3      Fiscal Year............................................................  13
9.4      Amendment of Bylaws....................................................  14
9.5      Uniformity of Interpretation and Severability..........................  14
9.6      Emergency Bylaws.......................................................  14

Secretary's Certification.......................................................  14
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                                     BYLAWS

                                       OF

                          TIMEBEAT.COM ENTERPRISES INC.


                                    ARTICLE I

                                     OFFICES

         1.1  REGISTERED  OFFICE.  The  registered  office  of  the  Corporation
required by the General Corporation Law of Nevada, Nevada Revised Statutes, 1957
("N.R.S."),  Chapter  78, to be  maintained  in Nevada  may be, but need not be,
identical  with the  principal  office  if in  Nevada,  and the  address  of the
registered office may be changed from time to time by the Board of Directors.

         1.2 PRINCIPAL  OFFICE.  The  Corporation  may have such other office or
offices  either  within or outside of the State of Nevada as the business of the
Corporation  may  require  from  time to time if so  designated  by the Board of
Directors.


                                   ARTICLE II

                                  STOCKHOLDERS

         2.1  ANNUAL  MEETING.  Unless  otherwise  designated  by the  Board  of
Directors,  the  annual  meeting  shall  be held on the date and at the time and
place fixed by the Board of Directors;  provided, however, that the first annual
meeting shall be held on a date that is within 18 months after the date on which
the Corporation first has stockholders, and each successive annual meeting shall
be held on a date that is within 18 months after the preceding annual meeting.

         2.2  SPECIAL   MEETINGS.   Special  meetings  of  stockholders  of  the
Corporation,  for any purpose,  may be called by the Chairman of the Board,  the
president, any vice president, any two members of the Board of Directors, or the
holders of at least 10% of all of the shares  entitled to vote at such  meeting.
Any holder or holders of not less than 10% of all the outstanding  shares of the
Corporation who desire to call a special  meeting  pursuant to this Section 2 of
Article II shall notify the president that a special meeting of the stockholders
shall be called.  Within 30 days after notice to the  president,  the  president
shall set the date, time, and location of a stockholders'  meeting. The date set
by the president shall be not less than 30 nor more than 120 days after the date
of notice to the president.  If the president  fails to set the date,  time, and
location of special meeting within the 30-day time period  described  above, the
stockholder or stockholders calling the

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meeting  shall set the date,  time,  and location of the special  meeting.  At a
special meeting no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.

         2.3 PLACE OF MEETING.  The Board of Directors  may designate any place,
either  within or  outside  the  State of  Nevada,  as the place for any  annual
meeting or special  meeting called by the Board of Directors.  If no designation
is made, or if a meeting shall be called  otherwise than by the Board, the place
of meeting shall be the Company's  principal offices,  whether within or outside
the State of Nevada.

         2.4 NOTICE OF MEETING.  Written notice signed by an officer  designated
by the Board of Directors,  stating the place,  day, and hour of the meeting and
the purpose for which the meeting is called,  shall be delivered  personally  or
mailed postage  prepaid to each  stockholder  of record  entitled to vote at the
meeting  not less than 10 nor more than 60 days before the  meeting.  If mailed,
such notice  shall be directed to the  stockholder  at his address as it appears
upon the  records of the  Corporation,  and notice  shall be deemed to have been
given upon the  mailing  of any such  notice,  and the time of the notice  shall
begin to run from the date upon  which the notice is  deposited  in the mail for
transmission  to the  stockholder.  Personal  delivery of any such notice to any
officer of a  corporation  or  association,  or to any member of a  partnership,
constitutes   delivery  of  the  notice  to  the  corporation,   association  or
partnership. 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.

         2.5 ADJOURNMENT.  When a meeting is for any reason adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the  adjourned  meeting,  any business may be  transacted  which might have been
transacted at the original meeting.

         2.6  ORGANIZATION.  The  president  or any vice  president  shall  call
meetings of stockholders  to order and act as chairman of such meetings.  In the
absence of said officers,  any stockholder  entitled to vote at that meeting, or
any proxy of any such stockholder,  may call the meeting to order and a chairman
shall be elected  by a majority  of the  stockholders  entitled  to vote at that
meeting.  In the absence of the  secretary  or any  assistant  secretary  of the
Corporation, any person appointed by the chairman shall act as secretary of such
meeting. An appropriate number of inspectors for any meeting of stockholders may
be appointed by the chairman of such meeting.  Inspectors so appointed will open
and close the polls,  will receive and take charge of proxies and  ballots,  and
will  decide all  questions  as to the  qualifications  of voters,  validity  of
proxies and ballots, and the number of votes properly cast.

         2.7 CLOSING OF TRANSFER  BOOKS OR FIXING OF RECORD DATE.  The directors
may  prescribe  a  period  not  exceeding  60 days  before  any  meeting  of the
stockholders during

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which no transfer of stock on the books of the  Corporation  may be made, or may
fix a day not more than 60 days  before the  holding of any such  meeting as the
day as of which stockholders  entitled to notice of and to vote at such meetings
must be  determined.  Only  stockholders  of record on that day are  entitled to
notice or to vote at such meeting.

         2.8 QUORUM. Unless otherwise provided by the Articles of Incorporation,
one-  third of the  outstanding  shares  of the  Corporation  entitled  to vote,
represented  in person or by proxy,  shall  constitute  a quorum at a meeting of
stockholders.  If fewer than one-third of the outstanding shares are represented
at a meeting,  a majority of the shares so  represented  may adjourn the meeting
without  further  notice  for a  period  not  to  exceed  60  days  at  any  one
adjournment.  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. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of stockholders so that less than a quorum remains.

         If a quorum is  present,  the  affirmative  vote of a  majority  of the
shares  represented  at the meeting and  entitled to vote on the subject  matter
shall be the act of the stockhold  ers,  unless the vote of a greater  number or
voting by classes is required by law or the Articles of Incorporation.

         2.9 PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy, as prescribed by law. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.  No proxy shall be valid after
6 months from the date of its  creation,  unless it is coupled with an interest,
or unless the stockholder  specifies in it the length of time for which it is to
continue in force, which may not exceed 7 years from the date of its creation.

         2.10 VOTING OF SHARES.  Each  outstanding  share,  regardless of class,
shall be entitled to one vote, and each fractional  share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
stockholders,   except  as  may  be  otherwise   provided  in  the  Articles  of
Incorporation  or in the  resolution  providing  for the  issuance  of the stock
adopted by the Board of Directors  pursuant to authority  expressly vested in it
by  the  provisions  of the  Articles  of  Incorporation.  If  the  Articles  of
Incorporation or any such resolution  provide for more or less than one vote per
share for any class or series of shares on any matter,  every  reference  in the
Articles  of  Incorporation,  these  Bylaws and the General  Corporation  Law of
Nevada to a majority or other  proportion or number of shares shall be deemed to
refer to a majority or other proportion of the voting power of all of the shares
or those  classes or series of shares,  as may be  required  by the  Articles of
Incorporation,  or in the  resolution  providing  for the  issuance of the stock
adopted by the Board of Directors  pursuant to authority  expressly vested in it
by the  Articles of  Incorporation,  or the General  Corporation  Law of Nevada.
Cumulative  voting shall not be allowed.  Unless the General  Corporation Law of
Nevada,  the Articles of  Incorporation,  or these Bylaws  provide for different
proportions, an act of stockholders who hold at least a

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majority  of the voting  power and are present at a meeting at which a quorum is
present is the act of the stockholders.

         2.11 ACTION TAKEN WITHOUT A MEETING.  Unless otherwise  provided in the
Articles of Incorporation  or these Bylaws,  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,  except 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 notice given.  The written
consent must be filed with the minutes of the proceedings of the stockholders.

         2.12 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles
of Incorporation  or these Bylaws,  stockholders may participate in a meeting of
stockholders   by  means  of  a  telephone   conference  or  similar  method  of
communication  by which all persons  participating  in the meeting can hear each
other.  Participation in a meeting pursuant to this Section constitutes presence
in person at the meeting.


                                   ARTICLE III

                                    DIRECTORS

         3.1  BOARD  OF  DIRECTORS;   NUMBER;   QUALIFICATIONS;   ELECTION.  The
Corporation  shall be  managed  by a Board  of  Directors,  all of whom  must be
natural persons at least 18 years of age. Directors need not be residents of the
State of Nevada or stockholders of the  Corporation.  The number of directors of
the Corporation shall be not less than one nor more than twelve. Subject to such
limitations, the number of directors may be increased or decreased by resolution
of the Board of Directors,  but no decrease  shall have the effect of shortening
the term of any incumbent director.  Subject to the provisions of Article III of
the  Corporation's  Articles of  Incorporation,  each director shall hold office
until the next annual  meeting of  shareholders  or until his successor has been
elected and qualified.

         3.2 POWERS OF THE BOARD OF DIRECTORS:  GENERALLY.  Subject only to such
limitations as may be provided by the General  Corporation  Law of Nevada or the
Articles of  Incorporation,  the Board of Directors shall have full control over
the affairs of the Corporation.

         3.3  COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of Directors may,
by resolution or resolutions passed by a majority of the whole Board,  designate
one or more  committees,  each  committee  to consist of one or more  directors,
which,  to the extent  provided in the  resolution  or  resolutions  or in these
Bylaws,  shall have and may exercise the powers 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

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all papers on which the  Corporation  desires to place on a seal. Such committee
or committees  shall have such name or names as may be  determined  from time to
time by  resolution  adopted by the Board of  Directors.  Unless the Articles of
Incorporation  or these Bylaws  provide  otherwise,  the Board of Directors  may
appoint natural persons who are not directors to serve on committees.

         3.4 RESIGNATION. Any director of the Corporation may resign at any time
by giving  written  notice of his  resignation  to the Board of  Directors,  the
president,  any  vice  president,  or the  secretary  of the  Corporation.  Such
resignation  shall take  effect at the date of receipt of such  notice or at any
later time  specified  therein and,  unless  otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective. When
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office,  including those who have so resigned,
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective.

         3.5  REMOVAL.   Except  as  otherwise   provided  in  the  Articles  of
Incorporation, any director may be removed, either with or without cause, at any
time by the vote of the  stockholders  representing  not less than two-thirds of
the voting power of the issued and outstanding stock entitled to voting power.

         3.6 VACANCIES. All vacancies,  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,  unless it is  otherwise  provided in the Articles of
Incorporation.  A director  elected to fill a vacancy  shall be elected  for the
unexpired  term of his  predecessor  in  office.  A  director  elected to fill a
vacancy caused by an increase in the number of directors shall hold office until
the next annual meeting of stockholders and until his successor has been elected
and has qualified.

         3.7 REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw  immediately  after and at the same
place as the annual meeting of stockholders.  The Board of Directors may provide
by resolution the time and place,  either within or outside the State of Nevada,
for the holding of additional  regular  meetings  without other notice than such
resolution.

         3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the  president  or a one-third  of the  directors
then in office. The person or persons authorized to call special meetings of the
Board of Directors may fix any place,  either within or outside  Nevada,  as the
place for holding any special meeting of the Board of Directors called by them.

         3.9 NOTICE.  Notice of any special  meeting shall be given at least two
days previously thereto by written notice delivered personally or mailed to each
director at his business address.  Any director may waive notice of any meeting.
A director's presence

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at a  meeting  shall  constitute  a waiver  of  notice  of such  meeting  if the
director's  oral  consent  is entered  on the  minutes or by taking  part in the
deliberations  at such  meeting  without  objecting.  Neither the business to be
transacted  at, nor the purpose of, any regular or special  meeting of the Board
of  Directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.

         3.10  QUORUM.  A  majority  of the  number  of  directors  elected  and
qualified  at the  time  of the  meeting  shall  constitute  a  quorum  for  the
transaction  of business at any such meeting of the Board of  Directors,  but if
less than such  majority is present at a meeting,  a majority  of the  directors
present may adjourn the meeting from time to time without further notice.

         3.11 MANNER OF ACTING. If a quorum is present,  the affirmative vote of
a majority of the directors  present at the meeting and entitled to vote on that
particular  matter  shall be the act of the Board,  unless the vote of a greater
number is required by law or the Articles of Incorporation.

         3.12  COMPENSATION.  By  resolution  of the  Board  of  Directors,  any
director may be paid any one or more of the following:  his expenses, if any, of
attendance at meetings;  a fixed sum for attendance at such meeting; 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.

         3.13 ACTION TAKEN WITHOUT A MEETING.  Unless otherwise  provided in the
Articles of Incorporation  or these Bylaws,  any action required or permitted to
be taken at a meeting of the Board of  Directors  or a committee  thereof may be
taken  without a meeting  if,  before or after  the  action,  a written  consent
thereto  is signed by all the  members  of the  Board or of the  committee.  The
written  consent must be filed with the minutes of the  proceedings of the Board
or committee.

         3.14 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles
of  Incorporation  or these Bylaws,  members of the Board of Directors or of any
committee  designated by the Board, may participate in a meeting of the Board or
committee by means of a telephone  conference or similar method of communication
by  which  all  persons  participating  in the  meeting  can  hear  each  other.
Participation  in a meeting  pursuant to this  Section  constitutes  presence in
person at the meeting.


                                   ARTICLE IV

                               OFFICERS AND AGENTS

         4.1  OFFICERS  OF  THE  CORPORATION.   The  Corporation  shall  have  a
president,  a secretary,  and a treasurer,  each of whom shall be elected by the
Board of Directors. The

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Board of  Directors  may  appoint  one or more vice  presidents  and such  other
officers,  assistant officers,  committees,  and agents, including a chairman of
the board, assistant secretaries, and assistant treasurers, as they may consider
necessary,  who shall be chosen in such  manner and hold their  offices for such
terms and have such  authority and duties as from time to time may be determined
by the Board of  Directors.  One  person may hold any two or more  offices.  The
officers of the  Corporation  shall be natural persons 18 years of age or older.
In all cases  where the  duties  of any  officer,  agent,  or  employee  are not
prescribed by the Bylaws or by the Board of Directors,  such officer,  agent, or
employee shall follow the orders and instructions of (a) the president, and if a
chairman of the board has been elected, then (b) the chairman of the board.

         4.2 ELECTION AND TERM OF OFFICE.  The officers of the Corporation shall
be elected by the Board of Directors  annually at the first meeting of the Board
held after each annual meeting of the stockholders.  If the election of officers
shall  not be  held  at  such  meeting,  such  election  shall  be  held as soon
thereafter as may be convenient.  Each officer shall hold office until the first
of the following  occurs:  until his successor  shall have been duly elected and
shall have qualified;  or until his death; or until he shall resign; or until he
shall have been removed in the manner hereinafter provided.

         4.3  REMOVAL.  Any  officer  or agent  may be  removed  by the Board of
Directors or by the executive  committee,  if any,  whenever in its judgment the
best interests of the Corporation will be served thereby, but such removal shall
be without  prejudice to the contract rights,  if any, of the person so removed.
Election  or  appointment  of an  officer  or agent  shall not of itself  create
contract rights.

         4.4  VACANCIES.  A vacancy in any  office,  however  occurring,  may be
filled by the Board of Directors for the unexpired portion of the term.

         4.5  PRESIDENT.  The  president  shall,  subject to the  direction  and
supervision  of the Board of Directors,  be the chief  executive  officer of the
Corporation  and shall have  general  and  active  control  of its  affairs  and
business and general  supervision of its officers,  agents,  and  employees.  He
shall, unless otherwise directed by the Board of Directors,  attend in person or
by substitute  appointed by him, or shall execute, on behalf of the Corporation,
written instruments  appointing a proxy or proxies to represent the Corporation,
at all  meetings  of the  stockholders  of any  other  corporation  in which the
Corporation  shall  hold any stock.  He may,  on behalf of the  Corporation,  in
person or by  substitute  or by proxy,  execute  written  waivers  of notice and
consents with respect to any such meetings.  At all such meetings and otherwise,
the  president,  in person or by substitute or proxy as aforesaid,  may vote the
stock so held by the  Corporation  and may execute  written  consents  and other
instruments  with  respect to such stock and may exercise any and all rights and
powers  incident to the ownership of said stock,  subject however to the instruc
tions,  if any, of the Board of Directors.  The president  shall have custody of
the treasurer's  bond, if any. If a chairman of the board has been elected,  the
chairman of the board shall

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have,  subject to the direction and modification of the Board of Directors,  all
the same responsibilities,  rights, and obligations as described in these Bylaws
for the president.

         4.6 VICE  PRESIDENTS.  The vice  presidents,  if any,  shall assist the
president  and  shall  perform  such  duties as may be  assigned  to them by the
president or by the Board of  Directors.  In the absence of the  president,  the
vice  president  designated  by the Board of  Directors  or (if there be no such
designation)  the vice  president  designated in writing by the president  shall
have the powers and perform the duties of the president.  If no such designation
shall be made,  all vice  presidents  may exercise  such powers and perform such
duties.

         4.7 SECRETARY.  The secretary shall perform the following: (a) keep the
minutes of the proceedings of the  stockholders,  executive  committee,  and the
Board of Directors;  (b) see that all notices are duly given in accordance  with
the  provisions  of these  Bylaws or as required by law; (c) be custodian of the
corporate  records and of the seal of the  Corporation and affix the seal to all
documents  when  authorized  by  the  Board  of  Directors;  (d)  keep,  at  the
Corporation's registered office or principal place of business within or outside
Nevada, a record  containing the names and addresses of all stockholders and the
number and class of shares held by each,  unless such a record  shall be kept at
the office of the Corporation's  transfer agent or registrar;  (e) sign with the
president or a vice president,  certificates for shares of the Corporation,  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors;  (f)  have  general  charge  of  the  stock  transfer  books  of  the
Corporation,  unless the Corporation  has a transfer agent;  and (g) in general,
perform all duties  incident to the office of secretary and such other duties as
from time to time may be  assigned  to him by the  president  or by the Board of
Directors. Assistant secretaries, if any, shall have the same duties and powers,
subject to supervision by the secretary.

         4.8 TREASURER.  The treasurer shall be the principal  financial officer
of the Corporation and shall have the care and custody of all funds, securities,
evidences of indebtedness,  and other personal property of the Corporation,  and
shall  deposit  the same in  accordance  with the  instructions  of the Board of
Directors.  He shall receive and give receipts and  acquittances for monies paid
in or on account of the Corporation,  and shall pay out of the funds on hand all
bills, payrolls, and other just debts of the Corporation of whatever nature upon
maturity.  He shall  perform  all other  duties  incident  to the  office of the
treasurer  and, upon request of the Board,  shall make such reports to it as may
be  required  at any  time.  He  shall,  if  required  by the  Board,  give  the
Corporation a bond in such sums and with such sureties as shall be  satisfactory
to the Board,  conditioned  upon the faithful  performance of his duties and for
the restoration to the Corporation of all books,  papers,  vouchers,  money, and
other property of whatever kind in his possession or under his control belonging
to the  Corporation.  He shall have such other  powers  and  perform  such other
duties as may be from time to time  prescribed  by the Board of Directors or the
president.  The  assistant  treasurers,  if any,  shall have the same powers and
duties, subject to the supervision of the treasurer.

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         The  treasurer  shall also be the principal  accounting  officer of the
Corporation.  He shall  prescribe  and  maintain  the  methods  and  systems  of
accounting to be followed,  keep complete books and records of account,  prepare
and file all local,  state,  and federal tax returns,  prescribe and maintain an
adequate system of internal audit,  and prepare and furnish to the president and
the Board of Directors  statements of account showing the financial  position of
the Corporation and the results of its operations.

         4.9  SALARIES.  Officers of the  Corporation  shall be entitled to such
salaries,  emoluments,  compensation,  or  reimbursement  as  shall  be fixed or
allowed from time to time by the Board of Directors.

         4.10 BONDS.  If the Board of Directors by resolution  shall so require,
any officer or agent of the  Corporation  shall give bond to the  Corporation in
such amount and with such surety as the Board of Directors may deem  sufficient,
conditioned  upon the faithful  performance  of that officer's or agent's duties
and offices.


                                    ARTICLE V

                                      STOCK

         5.1  CERTIFICATES.   The  shares  of  stock  shall  be  represented  by
consecutively numbered certificates signed in the name of the Corporation by its
president or a vice president and by the treasurer or an assistant  treasurer or
by the secretary or an assistant secretary, and shall be sealed with the seal of
the  Corporation,  or with a facsimile  thereof.  Whenever  any  certificate  is
countersigned or otherwise  authenticated by a transfer agent or transfer clerk,
and by a  registrar,  then a  facsimile  of the  signatures  of the  officers or
agents, the transfer agent or transfer clerk or the registrar of the Corporation
may be  printed  or  lithographed  upon the  certificate  in lieu of the  actual
signatures.  If the  Corporation  uses facsimile  signatures of its officers and
agents on its stock  certificates,  it cannot  act as the  registrar  of its own
stock,  but its transfer agent and registrar may be identical if the institution
acting in those dual  capacities  countersigns  or otherwise  authenticates  any
stock  certificates  in both  capacities.  In case any officer who has signed or
whose  facsimile  signature  has been  placed upon such  certificate  shall have
ceased  to  be  such  officer  before  such  certificate  is  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 the certificates, or whose facsimile signature has been used thereon, had
not ceased to be an officer of the Corporation. If the Corporation is authorized
to issue  shares of more than one  class or more than one  series of any  class,
each  certificate  shall set forth upon the face or back of the  certificate  or
shall state that the Corporation  will furnish to any  stockholder  upon request
and  without  charge  a  full  statement  of  the   designations,   preferences,
limitations,  and relative  rights of the shares of each class  authorized to be
issued and, if the  Corporation  is authorized to issue any preferred or special
class in series, the variations in the relative rights and preferences

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<PAGE>



between the shares of each such  series,  so far as the same have been fixed and
determined, and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.

         Each certificate representing shares shall state the following upon the
face thereof: the name of the state of the Corporation's organization;  the name
of the person to whom issued; the number and class of shares and the designation
of the series, if any, which such certificate represents;  the par value of each
share represented by such certificate or a statement that the shares are without
par value.  Certificates  of stock shall be in such form  consistent with law as
shall be prescribed by the Board of Directors.  No  certificate  shall be issued
until the shares represented thereby are fully paid.

         5.2 RECORD.  A record shall be kept of the name of each person or other
entity  holding  the stock  represented  by each  certificate  for shares of the
Corporation  issued,  the number of shares represented by each such certificate,
the date thereof and, in the case of cancellation, the date of cancellation. The
person or other  entity in whose name  shares of stock stand on the books of the
Corporation  shall be deemed the owner  thereof,  and thus a holder of record of
such shares of stock, for all purposes as regards the Corpora tion.

         5.3  CONSIDERATION  FOR  SHARES.   Shares  shall  be  issued  for  such
consideration, expressed in dollars (but not less than the par value thereof) as
shall be fixed  from  time to time by the Board of  Directors.  That part of the
surplus of the  Corporation  which is  transferred  to stated  capital  upon the
issuance of shares as a share dividend shall be deemed the consideration for the
issuance of such dividend shares. Such consideration may consist, in whole or in
part, of money, promissory notes, other property,  tangible or intangible, or in
labor or services actually performed for the Corporation, contracts for services
to be performed or other securities of the Corporation.

         5.4 CANCELLATION OF CERTIFICATES.  All certificates  surrendered to the
Corporation  for  transfer  shall be canceled and no new  certificates  shall be
issued in lieu thereof until the former  certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen, or destroyed certificates.

         5.5 LOST  CERTIFICATES.  In case of the alleged loss,  destruction,  or
mutilation  of a  certificate  of stock,  the Board of Directors  may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity  with law as it may  prescribe.  The  Board of  Directors  may in its
discretion  require a bond,  in such form and amount and with such  surety as it
may determine, before issuing a new certificate.

         5.6  TRANSFER OF SHARES.  Upon  surrender  to the  Corporation  or to a
transfer  agent of the  Corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the Corporation to issue a new

                                       10

<PAGE>



certificate  to the person  entitled  thereto,  and cancel the old  certificate.
Every  such  transfer  of  stock  shall  be  entered  on the  stock  book of the
Corporation which shall be kept at its principal office or by its registrar duly
appointed.

         The Corporation  shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof, and accordingly shall not be bound
to  recognize  any  equitable or other claim to or interest in such share on the
part of any other  person  whether or not it shall have  express or other notice
thereof, except as may be required by the laws of Nevada.

         5.7 TRANSFER AGENTS,  REGISTRARS,  AND PAYING AGENTS.  The Board may at
its discretion appoint one or more transfer agents,  registrars,  and agents for
making payment upon any class of stock,  bond,  debenture,  or other security of
the  Corporation.  Such agents and  registrars  may be located  either within or
outside Nevada.  They shall have such rights and duties and shall be entitled to
such compensation as may be agreed.


                                   ARTICLE VI

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         6.1  INDEMNIFICATION;  ADVANCEMENT  OF EXPENSES.  To the fullest extent
permitted  by the  laws of the  State  of  Nevada  (currently  set  forth in NRS
78.751), as the same now exists or may hereafter be amended or supplemented, the
Corporation  shall  indemnify its directors and officers,  including  payment of
expenses as they are  incurred  and in advance of the final  disposition  of any
action,  suit,  or  proceeding.  Employees,  agents,  and other  persons  may be
similarly indemnified by the Corporation,  including advancement of expenses, in
such case or cases and to the extent set forth in a  resolution  or  resolutions
adopted by the Board of  Directors.  No amendment of this Section shall have any
effect on  indemnification  or  advancement  of  expenses  relating to any event
arising prior to the date of such amendment.

         6.2 INSURANCE AND OTHER  FINANCIAL  ARRANGEMENTS  AGAINST  LIABILITY OF
DIRECTORS,  OFFICERS,  EMPLOYEES, AND AGENTS. To the fullest extent permitted by
the laws of the State of Nevada (currently set forth in NRS 78.752), as the same
now exists or may  hereafter be amended or  supplemented,  the  Corporation  may
purchase and maintain insurance and make other financial  arrangements on behalf
of any  person  who is or was a  director,  officer,  employee,  or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other  enterprise,  for any liability  asserted against such
person and  liability  and expense  incurred by such person in its capacity as a
director, officer, employee, or agent, or arising out of such person's status as
such,  whether or not the Corporation has the authority to indemnify such person
against such liability and expenses.

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<PAGE>




                                   ARTICLE VII

                       ACQUISITION OF CONTROLLING INTEREST

         7.1 ACQUISITION OF CONTROLLING INTEREST.  The provisions of the General
Corporation  Law of  Nevada  pertaining  to  the  acquisition  of a  controlling
interest (currently set forth NRS 78.378 to 78.3793, inclusive), as the same now
exists or may  hereafter  be  amended  or  supplemented,  shall not apply to the
Corporation.


                                  ARTICLE VIII

            EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
                                DEPOSITS; PROXIES

         8.1 EXECUTION OF INSTRUMENTS. The president or any vice president shall
have the  power to  execute  and  deliver  on  behalf  of and in the name of the
Corporation  any  instrument  requiring  the  signature  of an  officer  of  the
Corporation, except as otherwise provided in these Bylaws or where the execution
and delivery  thereof shall be expressly  delegated by the Board of Directors to
some other officer or agent of the  Corporation.  Unless  authorized to do so by
these Bylaws or by the Board of Directors,  no officer, agent, or employee shall
have any power or  authority to bind the  Corporation  in any way, to pledge its
credit, or to render it liable pecuniarily for any purpose or in any amount.

         8.2 LOANS. The Corporation may lend money to, guarantee the obligations
of, and otherwise assist directors,  officers, and employees of the Corporation,
or directors of another  corporation of which the Corporation owns a majority of
the voting stock,  only upon  compliance  with the  requirements  of the General
Corporation Law of Nevada.

         No loans  shall be  contracted  on  behalf  of the  Corporation  and no
evidence  of  indebtedness  shall be issued in its name unless  authorized  by a
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances.

         8.3 CHECKS AND  ENDORSEMENTS.  All checks,  drafts, or other orders for
the payment of money,  obligations,  notes, or other evidences of  indebtedness,
bills  of  lading,  warehouse  receipts,  trade  acceptances,   and  other  such
instruments  shall be  signed  or  endorsed  by such  officers  or agents of the
Corporation  as shall from time to time be determined by resolution of the Board
of Directors, which resolution may provide for the use of facsimile signatures.

         8.4 DEPOSITS. All funds of the Corporation not otherwise employed shall
be  deposited  from time to time to the  Corporation's  credit in such  banks or
other depositories as shall from time to time be determined by resolution of the
Board of Directors, which

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<PAGE>



resolution may specify the officers or agents of the  Corporation who shall have
the power,  and the manner in which such power shall be exercised,  to make such
deposits and to endorse,  assign, and deliver for collection and deposit checks,
drafts,  and other orders for the payment of money payable to the Corporation or
its order.

         8.5 PROXIES.  Unless  otherwise  provided by resolution  adopted by the
Board of Directors,  the  president or any vice  president may from time to time
appoint one or more agents or attorneys-in-fact of the Corporation,  in the name
and on behalf of the Corpora tion, to cast the votes which the  Corporation  may
be  entitled  to cast as the  holder of stock or other  securities  in any other
corporation, association, or other entity any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association, or other entity or to consent
in writing, in the name of the Corporation as such holder, to any action by such
other corpora tion, association, or other entity, and may instruct the person or
persons  so  appointed  as to the manner of  casting  such votes or giving  such
consent,  and may  execute or cause to be  executed in the name and on behalf of
the  Corporation  and under its corporate  seal, or otherwise,  all such written
proxies or other instruments as he may deem necessary or proper in the premises.

         8.6  CONTRACTS.  The Board of Directors  may  authorize  any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  Corporation,  and such authority
may be general or confined to specific instances.


                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1  WAIVERS OF NOTICE.  Whenever  notice is  required  by the  General
Corporation Law of Nevada, by the Articles of Incorporation, or by these Bylaws,
a waiver thereof in writing signed by the director, stockholder, or other person
entitled to said notice,  whether before,  at, or after the time stated therein,
or his  appearance at such meeting in person or (in the case of a  stockholders'
meeting) by proxy, shall be equivalent to such notice.

         9.2 CORPORATE SEAL. The Board of Directors may adopt a seal circular in
form and bearing the name of the  Corporation,  the state of its  incorporation,
and the word  "Seal"  which,  when  adopted,  shall  constitute  the seal of the
Corporation.  The  seal may be used by  causing  it or a  facsimile  of it to be
impressed, affixed, manually reproduced, or rubber stamped with indelible ink.

         9.3 FISCAL YEAR.  The Board of Directors  may, by  resolution,  adopt a
fiscal year for the Corporation.


                                       13

<PAGE>


         9.4  AMENDMENT  OF BYLAWS.  The  provisions  of these Bylaws may at any
time, and from time to time, be amended,  supplemented  or repealed by the Board
of Directors.

         9.5 UNIFORMITY OF INTERPRETATION  AND SEVERABILITY.  These Bylaws shall
be so interpreted  and construed as to conform to the Articles of  Incorporation
and the laws of the State of Nevada  or of any other  state in which  conformity
may become  necessary by reason of the  qualification  of the  Corporation to do
business in such state, and where conflict between these Bylaws, the Articles of
Incorporation  or the laws of such a state  has  arisen  or shall  arise,  these
Bylaws shall be considered to be modified to the extent, but only to the extent,
conformity  shall require.  If any provision  hereof or the application  thereof
shall be  deemed  to be  invalid  by  reason  of the  foregoing  sentence,  such
invalidity  shall not affect  the  validity  of the  remainder  of these  Bylaws
without the invalid provision or the application  thereof, and the provisions of
these Bylaws are declared to be severable.

         9.6  EMERGENCY  BYLAWS.  Subject  to  repeal or change by action of the
stockholders,  the Board of Directors may adopt  emergency  bylaws in accordance
with and pursuant to the provisions of the laws of the State of Nevada.


                            SECRETARY'S CERTIFICATION

         The  undersigned  Secretary  of  Timebeat.com   Enterprises  Inc.  (the
"Corporation")  hereby certifies that the foregoing Bylaws are the Bylaws of the
Corporation adopted by the Board of Directors as of the 24th day of May, 2001.



                                        By /s/ THOMAS L. CROM
                                          --------------------------------------
                                          Thomas L. Crom,
                                          Secretary








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