                                         BY-LAWS
                                           OF
                                Whatever We Are Net, INC.


                                       ARTICLE ONE
                               PURPOSES OF THE CORPORATION

1.1    General Purpose. The Corporation shall be a non-profit, tax-exempt
       State of Georgia Corporation.  The purpose for which the Corporation
       is organized are exclusively religious, charitable, scientific,
       literary and educational within the meaning of section 501 (c)(3) of the
       Internal Revenue Code of 1986 or the corresponding provision of any
       future United States Internal Revenue law, hereinafter referred to
       as the "Code".

1.2    Specific Purposes. The Corporation is organized and shall be operated
       for the following specific purposes:

       (a)    To establish, implement, and regulate a communications network
              primarily utilizing, but not limited to, private computer
              systems located throughout the world;

       (b)    To provide for communications between (i) persons residing in
              North America and persons residing in and/or located in or near
              any region of the world declared as disaster areas, hazardous
              duty areas, and/or, but not limited to, war zones by established
              political authorities of any recognized international country
              and/or territory, and (ii) military personnel currently serving
              on U.S. military installations internationally and their family,
              friends and supporters in North America;

       (c)    To provide said communications services free of any charge,
              cost or fee to any and all persons utilizing said services to
              send communications through such system, although charges may
              be made to cover the Corporations costs where the services
              are availed of by any organization which desires to utilize the
              services of this system in a profit-making venture;

       (d)    To perform closely with established humanitarian organizations
              contributing aid, assistance, and/or emergency services to said
              disaster area, hazardous duty area, and/or, but not limited to,
              war zone; and

       (e)    To provide any other service which would be considered a
              charitable endeavor for the benefit of computer users and/or
              operators.

1.3    Primary Area of Concern. The Corporation shall be fundamentally
       concerned with the establishment, implementation, and regulation a
       communications network primary utilizing, but not limited to,
       computerized bulletin board systems located throughout the world.


1.4    Limitations on Purposes and Actions.  Notwithstanding anything in
       these By-Laws or the Articles of InCorporation to the contrary, the
       Corporation, acting by and through its Officers, Directors and
       Members shall not engage in any activity, either in the name of the
       Corporation or by utilizing any funds or property of the Corporation,
       which would be in violation of the purpose and/or intent of section
       501(c)(3) of the Internal Revenue Code of 1986, as amended to date, and
       including any subsequent amendments thereto or any successor
       sections thereof, including, but not exclusively, the following
       specific prohibitions:

       (a)    enter into any organization, whether by formation, purchase or
              contribution or other form of ownership, whose purpose is
              pecuniary gain or profit; and

       (b)    cause the Corporation to issue, sale, trade or cause any
              security (such as shares, participation interests, stocks,
              bonds, options, warrants or other instrument) for the purpose
              of transferring any property of this Corporation for pecuniary
              profit or gain, except that the Corporation may sell, pledge or
              exchange any of the assets of this Corporation for the sole
              purpose of acquiring new assets to be used in the furtherance
              of the purposes of this Corporation or for the payment of
              operational expenses; and

       (c)    to distribute money or property to any individual, Corporation
              or other institution in the form of a distribution of profits or
              dividend, except that the Corporation may distribute money or
              property to another organization which qualifies under section
              501(c)(3) of the Internal Revenue Code of 1986, as amended to
              date, and including any subsequent amendments thereto or any
              successor sections thereof, if such other organization is
              required to use such funds in a manner keeping with the purpose
              of this Corporation and such distribution would not cause the
              loss of the 501(c)(3) exemption of this Corporation, if any, or of
              the organization receiving the funds; and

       (d)    to distribute money or property in partial or total liquidation
              of this Corporation to any individual, Corporation or other
              institution, except that the Corporation may distribute money
              or property in partial or total liquidation of this Corporation
              to another organization which qualifies under section 501(c)(3)
              of the Internal Revenue Code of 1986, as amended to date, and
              including any subsequent amendments thereto or any successor
              sections thereof, if such other organization is required to use
              such funds in a manner in keeping with the purpose of this
              Corporation and such distribution would not cause the loss of
              the 501(c)(3) exemption of this Corporation, if any, or of the
              organization receiving the funds; and

       (e)    to utilize any money, property, facilities, employees or the
              income of the Corporation to engage in any attempt to influence
              legislation, encourage armed insurrection against the United
              States Government or any State Government, engage in
              propaganda, or engage in the propagation of any communistic
              ideals, or participate in any political campaign on behalf of any
              candidate or political party seeking nomination or election to
              any public office; and

       (f)    to utilize the name of the Corporation, any money, property,
              facilities, employees, or income of the Corporation to carry on
              any activity which:

              (i)    is not permitted to be carried on by an organization
                     exempt from federal and/or state income taxation or the
                     corresponding provision of any future United State
                     Internal Revenue Law or State of Georgia Revenue Law; or 

              (ii)   is not permitted to be carried on by an organization to
                     which the contributions are deductible under section
                     170(c)(2) of the Internal Revenue Code of 1986, as amended
                     to date, and including any subsequent amendments thereto
                     or any successor sections thereof; and

       (g)    until this Corporation is determined to be an organization
              described in sections 509(a) (1),(2),(3) or (4) of the Internal
              Revenue Code of 1986, as amended to the date hereof, or
              corresponding section of any future tax code or if at any time
              in the future this Corporation is determined not to be such an
              organization, but rather be a "Private Foundation", then any
              other provision of this Agreement notwithstanding, the
              Corporation shall distribute its income for each tax year at
              such time and in such manner as not to become subject to the
              tax on undistributed income imposed by section 4942 of the
              Internal Revenue Code of 1986, as amended to the date hereof,
              or corresponding section of any future tax code; and

       (h)    until this Corporation is determined to be an organization
              described in sections 509(a) (1),(2),(3) or (4) of the Internal
              Revenue Code of 1986, as amended to the date hereof, or
              corresponding section of any future federal tax code or if at
              any time in the future this Corporation is determined not be
              such an organization, but rather to be a "Private Foundation",
              then any other provisions of this instrument notwithstanding,
              the Corporate Officers and Directors will not engage in any act
              of self-dealing as defined in section 4941(d) of the Internal
              Revenue Code, or corresponding section of any future federal
              tax code; nor retain any excess business holdings as defined in
              section 4943(c) of the Internal Revenue Code, or corresponding
              section of any future federal tax code; nor make any
              investments in such manner as to incur tax liability under
              section 4944 of the Internal Revenue Code, or corresponding
              section of any future federal tax code; nor make any taxable
              expenditures as defined in section 4945 (d) of the Internal
              Revenue Code, or corresponding section of any future federal
              tax code.

1.5    Dedication of Assets of Corporation.  Upon the dissolution of the
       Corporation, assets shall be distributed for one or more exempt
       purposes within the meaning of section 501(c)(3) of the Internal
       Revenue Code, or corresponding section of any future federal tax
       code, or shall be distributed to the federal, state, or local
       government for a public purpose.  Any such assets not so disposed of
       shall be disposed of by a court of competent jurisdiction of the
       county in which the principal office of the organization is then
       located, exclusively for such purposes.


                                       ARTICLE TWO
                                         OFFICES

2.1    Registered Office.  The address of the registered office of the
       Corporation is located in the City of Valdosta, County of Lowndes,
       State of Georgia, as more particularly set out in the articles of
       inCorporation; and the name of the registered agent at this address
       is L. Andrew Smith.  However, the registered agent and/or the place of
       the registered office may be changed from time to time by action of
       the Regular Board of Directors and the making of such filings with
       state officials as may be required by law.

2.2    Other Offices.  The Corporation may have offices at such place or
       places within the State of California as the Regular Board of
       Directors may from time to time designate or the business of the
       Corporation may require or make desirable.



                                      ARTICLE THREE
                                       Membership

3.1    Eligibility for Membership.  Any person interested in furthering the
       purposes for which the Corporation was formed, regardless of race,
       creed, sex, nation or origin or age, shall be eligible for Membership
       upon submission of a request for Membership accompanied with the
       person's payment of any required dues, if any, for the Membership
       requested to the Treasurer of the Corporation.

3.2    Membership Period.

       All Memberships will be on a year to year basis with automatic renewal
       for an additional one year term unless either the Corporation or the
       Member shall give notice of its intent to terminate its Membership. 
       Any Membership may be cancelled by the Regular Board of Directors at
       anytime and without notice for a violation of the rules of the
       Corporation by any Member.  All determinations of the nature of the
       violation and punishment therefor shall be in the sole descretion of
       the Regular Board of Directors.

3.3    Classes of Membership.

       The classification of Membership in the Corporation shall include:

       (a)    Voting Member.

              A Member of the corpoation who operates a single or multiple
              nodes within the Corporations network of systems.  All Members
              have voting privileges in all general elections.  All voting
              Members, regardless of the number of nodes they operate, are
              entitled to one (1) vote; and
       
       (b)    Non-Voting Member.

              Any person, Corporation or other entity which desires to
              support the efforts of the Corporation and who meets the
              criteria established by the Regular Board of Directors of the
              Corporation, and who does not operate a node within the
              Corporations network of systems.

3.4    Forfeiture of Membership.. 

              A Member who does not comply with the rules and purposes of the
              Corporation or who has not paid the current dues, if any, within
              thirty days of the Membership expiration date shall forfeit
              their Membership.  Reinstatement of Membership privildeges are
              at the sole discretion of the Regular Board of Directors in the
              case of a rules infraction and upon receipt of the dues if the
              Membership lapsed for failure to pay the dues.


                                      ARTICLE FOUR
                                        MEETINGS

4.1    Meeting Place.  All meetings of the Members of the Corporation shall
       be held and conducted, in perpetuity, by means of a computer bulletin
       board echomail conference established by the Corporation and within
       the Corporation's system, or at such other place as may be
       determined by the Regular Board of Directors.

4.2    Annual Meetings. The annual meeting of Members of the Corporation
       shall be held fiscally each year.   The date of the meeting will
       determined at least 30 days prior to said meeting by the Regular
       Board of Directors, and the meeting shall be conducted by means of a
       computer Bulletin Board System with the Corporation's system, and
       regulated by the appointed Election Coordinator.

4.3    Special Meetings.  Special meetings of the Members of the
       Corporation, for any purpose or purposes, unless otherwise
       prescribed by statute, may be called by the Regular Board of
       Directors or the Secretary when so directed by the Regular Board of
       Directors, or when requested in writing by at least 10 Members of the
       Corporation.  Such request shall state the purpose or purposes of
       the proposed meeting.

4.4    Notice.  Except as otherwise required by statute, notice of any
       meeting of the Members of the Corporation may be given by netmail, or
       echomail, or recognized postal service.  Notice of each special
       meeting of the Voting Members of the Corporation shall be served,
       either by netmail or recognized postal service upon each Voting
       Member of record entitled to vote at such meeting, or by published
       notice within the echomail conference determined by the Regular
       Board of Directors to be the meeting place, not less than ten (10) nor
       more than sixty (60) days before such meeting.  If electronically
       mailed, such notice shall be directed to a Voting Member at his or her
       computer system nodelist network address as last shown on the
       records of the Corporation in the most current nodelist.  Notice of
       any special meeting of Voting Members of the Corporation shall state
       the purpose or purposes for which the meeting is called.  Notice of
       any meeting of Voting Members of the Corporation shall not be
       required to be given to any Voting Member who shall, either before or
       after such meeting, waive such notice.  Attendance of a Voting Member
       at a meeting shall of itself constitute waiver of notice and waiver of
       any and all objections to the place of the meeting, the time of the
       meeting, and the manner in which it has been called or convened. 
       Notice of any adjourned meeting need not be given otherwise than by
       announcement at the meeting at which the adjournment is taken.

4.5    Minutes.      Minutes of each meeting shall be recorded and archived
       electronically by any Member of the Corporation so directed by the
       Regular Board of Directors at the time of the meeting.  Minutes of
       each meeting shall be forwarded to, and stored electronically by the
       Secretary, and shall be made available to the Regular Board of
       Directors upon request.

4.6    Attendance.  Attendance at any meeting shall be established and duly
       recorded when the attending Member enters an electronic message
       indicating his or her presence at the meeting into the echomail
       conference determined by the Regular Board of Directors as the
       meeting place for the meeting.

4.7    Quorum.  No Quorum of Members shall be required at any meeting of all
       of the Members of the Corporation.  In the case of a meeting of the
       voting Members of the Corporation, Voting Members present at such a
       meeting shall be considered a quorum for conducting all business of
       the Corporation.  

4.8    Voting.  At every meeting of the Members of the Corporation, including
       (but without limitation of the generality of the foregoing language)
       meeting of the Voting Members of the Corporation for whatever
       reason, any Member having the right to vote shall be entitled to vote. 
       Each Voting Member shall have one vote.  The affirmative vote of the
       majority of the Members present at the meeting shall be the act of
       the Members of the Corporation, except as otherwise provided by law.

                                      ARTICLE FIVE
                                        DIRECTORS

5.1    Directors' Control.  The Corporation shall have two Boards of
       Directors.  The two boards shall be the Regular Board of Directors
       and the Advisory Board of Directors.  The property and business of
       the Corporation shall be managed as directed by the Regular Board of
       Directors.  In addition to the powers and authority by these By-Laws
       expressly conferred upon it:

              (i)  The Regular Board of Directors may exercise all such powers
              of the Corporation and do all such lawful acts and things as are
              not by law, by the Articles of Incorporation, or by these By-
              Laws directed or required to be exercised or done by the
              Members of the Corporation.  

              (ii)  The Advisory Board of Directors shall have the power to
              advise the Regular Board of Directors, which advise will not be
              binding upon the Members of the Regular Board of Directors.

5.2    (a) Regular Board of Directors.  The initial Regular Board of
       Directors shall consist of not less than three (3) Members.  The
       precise number of Directors shall be fixed from time to time by
       resolution of the Members of the Regular Board of Directors of the
       Corporation.  Each Director (whether elected at the annual meeting of
       Regular Board of Directors of the Corporation or otherwise) shall
       hold office until the end of his term of office or until a qualified
       successor shall be elected, or until his earlier death, resignation,
       incapacity to serve, or removal.  The Members of the Regular Board of
       Directors shall be initially elected by the Voting Members of the
       Corporation, or appointed thereto with the approval of the Voting
       Membership as provided for in the Articles of Incorporation. 
       Thereafter, new Members and Members who are re-elected to a new
       term of office shall be elected by a simple majority of the Voting
       Members of the Corporation present at a meeting called for that
       purpose, or appointed thereto with the approval of the Voting
       Membership by Regular Board of Directors.

       (b) Advisory Board of Directors.  The initial Advisory Board of
       Directors shall consist of not less than twelve (12) Members.  Each
       Director shall hold office until the end of his term or until a
       qualified successor shall be elected, or until his or her earlier
       death, resignation, incapacity to serve, or removal.  The Members of
       the Advisory Board of Directors shall be elected representatives of
       their respective regions as designated in the Corporations most
       current nodelist.

5.3    Vacancies.  

       (a) Regular Board of Directors.  If there be more than one Director
       and any vacancy shall occur among the Directors by reason of death,
       resignation, incapacity to serve, increase in the number of
       Directors, or otherwise, the Voting Members of the Corporation shall
       elect a new Director to fill said vacancy, or the Regular Board of
       Directors of the Corporation will appoint a new Director to fill said
       vacancy with the approval of the Membership.

       (b) Advisory Board of Directors. If any vacancy shall occur among the
       Directors by reason of death, resignation, incapacity to serve,
       increase in the number of Directors, or otherwise, the Voting Members
       of the region represented by the vacating Director shall elect a new
       Director to fill said vacancy.

5.4    Meetings.  Both of the Boards of Directors may hold its meetings
       electronically within established echomail conferences as determined
       by the Regular Board of Directors and as it may from time to time
       determine and as shall be designated in the notice of said meeting.

5.5    Removal of Directors.  Any Director of either Board may be removed
       from office, with or without cause, upon the affirmative vote of two-
       thirds of all of the Directors or the Regular Board of Directors,
       unless such Director was convicted of any crime involving moral
       terpitude, in which case only a simple majority shall be required to
       evict the Director.

5.7    Term of Office.  

       (a)    Regular Board of Directors:  The term of office for Members of
              the Regular Board of Directors shall be for a period of five (5)
              years or until a sucessor Director shall have been duly elected
              to replace them.  The term of office for Members of the Advisory
              Board of Directors shall be for a period of one (1) year or until
              a sucessor Director shall have been duly elected to replace
              them.

       (b)    Executive Officers:  The term of office for Excutive Officers
              shall be for a period of five (5) years or until a sucessor has
              been duly elected to replace them.  In the event an Officer
              leaves office for whatever reason, the Members of the Regular
              Board of Directors will elect a replacement to assume that
              vacant position.



                                       ARTICLE SIX
                                       COMMITTEES

6.1    Establishment of Committees.  The Regular Board of Directors, by
       resolution adopted by a majority of the entire board, may designate
       one or more committees, each committee to consist of one or more of
       the Directors and/or Members of the Corporation, which shall have
       such name or names and shall have and may exercise such powers as
       has been delegated to such committee by the Regular Board of
       Directors.

6.2    Removal of Committee Members.  The Regular Board of Directors shall
       have the power at any time to remove any Member of any committee,
       with or without cause, and to fill vacancies in and to dissolve any
       such committee.

6.3    Chairpersons of Committees.  The Committee shall be chaired by the
       appointed Director(s) or Voting Member who shall be determined by the
       Regular Board of Directors.  The chairperson(s) for the following
       Committees shall have the following responsibilities:

       (a)    Projects - (i) Shall plan and propose projects to be undertaken
              by the Corporation for their vote of acceptance or rejection; 
              (ii) Shall implement the carrying out of adopted projects; and
              (iii) Shall coordinate the actions necessary to implement such
              approved projects.

       (b)    Membership - Shall be responsible for the recruitment and
              education of new Members.

       (c)    Public Relations/Publications - (i) Shall be responsible for all
              publicity on behalf of the Corporation; (ii) Shall arrange with
              news media for notification of date, place, and program for all
              public meetings; and (iii) Shall arrange publicity for special
              projects such as seminars, workshops or fund raising events,
              (iv) shall be responsible for the preparation and distribution of
              the Corporate newsletter(s).

       (d)    Elections - The Elections Committee shall consist of at least
              two (2) Members appointed by the Regular Board of Directors to
              serve in this capacity.


                                      ARTICLE SEVEN
                       MEETINGS OF THE REGULAR BOARD OF DIRECTORS

7.1    Regular Meetings.  Regular meetings of the Regular Board of
       Directors will be held electronically in an echomail conference
       established by the Regular Board of Directors, in perpetuity, and may
       be held without notice, as shall from time to time be determined by
       the Regular Board of Directors.  Such meetings may be held by
       telephone conference call or such other electronic means which
       provides direct contact between all Directors provided, however,
       that a majority of all Directors agree thereto.

7.2    Special Meetings.  Special meetings of the Regular Board of Directors
       may be called by the Chairman of the Board or the President on not
       less than two days notice by netmail to each Director or echomail and
       shall be called by the Chairman of the Board, the President or the
       Secretary in like manner and on like notice on the written request of
       any two or more Directors.  Any such meeting shall be held
       electronically within established echomail confernce at such a time
       as shall be stated in the notice of the meeting.

7.3    Notice of Purpose.  No notice of any meeting of the Regular Board of
       Directors need state the purposes thereof.

7.4    Quorum.  At all meetings of the Regular Board of Directors, if there
       be more than one Director, the presence of one-half of the
       authorized number of Directors, but not less than three (3) Directors,
       shall be necessary and sufficient to constitute a quorum for the
       transaction of business.  The act of a majority of the Directors
       present at any meeting at which there is a quorum shall be the act of
       the Regular Board of Directors, except as may be otherwise
       specifically provided by law, by the Articles of Incorporation or by
       these By-Laws.  In the absence of a quorum, a majority of the
       Directors present at any meeting may adjourn the meeting from time
       to time until a quorum be present.  Notice of any adjourned meeting
       need only be given by announcement at the meeting at which the
       adjournment is taken.

7.6    Consent Actions.  Any action required or permitted to be taken at any
       meeting of the Regular Board of Directors or of any committee
       thereof may be taken without a meeting if, prior to such action, a
       written consent thereto is submitted by netmail or by entry within
       the established echomail conference by a majority of all Members of
       the Board or of such committee, as the case may be, and such written
       consent is filed with the minutes of the proceeding of the Board or
       committee.


                                      ARTICLE EIGHT
                                        OFFICERS

8.1    Election of Officers.  The initial Officers of the Corporation shall be
       elected by a majority of all Voting Members present at a meeting
       called for such a purpose, or present at each annual meeting of the
       General Membership which occurs immediately preceeding the
       expiration of the prior Officer(s) term of office.  Newly elected
       Officers shall take office immediately upon the expiration of the
       prior Officer's term of office.  Unless a special waiver is voted by
       the Regular Board of Directors, no person may hold more than one
       office.

8.2    General Duties      All powers of the Officers of the Corporation shall
       be under the authority of the Regular Board of Directors.  The
       Corporation Officers shall have the following powers:

       (a)    General - To conduct, manage and control the affairs and
              business of the Corporation, other than those which are the
              sole responsibility of the President or the Chairman of the
              Regular Board of Directors and to make such rules and
              regulations as are consitent with the Corporations bylaws and
              the policies established by the Regular Boart of Directors.

       (b)    Coordination - To consult with the Corporation Membership and
              provide recommendation on policy matters that are determined
              by the President or Chairman of the Regular Board of Directors.

       (c)    Gifts - To accept on behalf of the Corporation and contribution,
              gift, bequest, or devise for the specific purpose of the
              Corporation consistent with the Corporations bylaws and
              Articles of InCorporation.

8.3    Offices and Powers of each Office.  Each office shall have the
       following duties and powers:

       (a)    President - the President shall be the chief operating Officer
              of the Corporation and subject to the guidelines given by the
              Regular Board of Directors and shall attend to all of the day to
              day affairs of the Corporation and such other powers and
              duties as shall be assigned by Regular Board of Directors.  The
              President shall also have such powers and perform such duties
              as are specifically imposed upon him or her by law and as may be
              assigned to him or her by the Regular Board of Directors.  The
              President shall be ex-officio a Member of all standing
              committees, unless otherwise provided a resolution appointing
              the same.  The President shall also act as the Chairman of the
              Board of Directors and shall have the power to call meetings of
              the Members, the Boards of Directors, and the Committee(s) to
              order and shall act as Chairman of such meetings.  The
              President shall also have the power to appoint chairpersons
              for committees.  

       (b)    Vice-President, Domestic Operations:  The Vice-President of
              Domestic Operations shall be responsible for all Domestic
              Operations and day-to-day business in the Continental United
              States.  In addition:  (i) shall perform such duties as are
              generally performed by Vice-Presidents, (ii) shall perform such
              other duties and exercise such other powers as the Regular
              Board of Directors or the President shall request or delegate,
              (iii) in the absence of the President, shall perform all duties of
              that office and assume the responsibilities of the President
              for the remaining portion of any incomplete term should a
              vacancy arise, (iv) shall serve as co-chairperson of the
              Projects Committee and the Publicity Committee, and coordine
              speakers and programs to be conducted in the Continental
              United States and (v) advising the chairperson of the publicity
              committee of monthly programs.

       (c)    Vice-President, Canadian Operations.  The Vice-President of
              Canadian Operations shall be responsible for all Canadian
              Operations and day-to-day business in Canada.  In addition:  (i)
              shall perform such duties as are generally performed by
              Vice-Presidents, (ii) shall perform such other duties and
              exercise such other powers as the Regular Board of Directors
              or the President shall request or delegate and (iii) shall serve
              as co-chairperson of the Projects Committee and the Publicity
              Committee, and coordine speakers and programs to be conducted
              in Canada and (iv) advising the chairperson of the publicity
              committee of monthly programs.

       (d)    Secretary-Treasurer - The Secretary-Treasurer shall attend
              all sessions of the Regular Board of Directors and all meetings
              of the Members and record all votes and the minutes of all
              proceedings electronically to be kept for that purpose and
              shall perform like duties for the standing committees when and
              as required.  In addition, he or she shall (i) give, or cause to be
              given, any notice required to be given of any meetings of the
              Members of the Corporation and of the Regular Board of
              Directors, (ii) shall perform such other duties as may be
              prescribed by the President or the Regular Board of Directors. 
              If an Assistant Secretary shall be appointed by the Regular
              Board of Directors or by the Chairman of the Board, in the
              absence or disability of the Secretary-Treasurer, the
              Assistant Secretary-Treasurer shall perform duties of the
              Secretary-Treasurer and exercise all powers and authority
              attendant thereto.  The Secretary-Treasurer shall (iii)
              maintain a current roster of Members complete with network
              addresses, (iv) have charge of and be responsible for all the
              funds, securities, receipts and disbursements of the
              Corporation, including signing checks for approved
              disbursements of Corporate funds as authorized by the Regular
              Board of Directors, (v) shall deposit, or cause to be deposited,
              in the name of the Corporation, all monies or other valuable
              effects, in such banks, trust companies or such other
              depositories as shall, from time to time, be selected by the
              Regular Board of Directors, (vi) shall render to the President
              and to either of the Board of Directors, whenever requested, an
              account of the financial condition of the Corporation, and in
              general, (vii) shall perform all duties incident to the office of
              Treasurer of a Corporation, and such other duties as may be
              assigned to him or her by the Regular Board of Directors or the
              President.    

       (e)    Zone Coordinator - The Zone Coordinator shall be responsibile
              for the international coordination of any and all messages and
              communications circulating within the Corporation's system, and
              shall moderate the Corporation echoconference.

       (f)    Technical Director - The Technical Director shall be
              responsibile for the formulation and maintaince of the
              technical requirements to be followed by all Members of the
              Corporation when fowarding and receiving messages on any echo
              established by the Corporation.  In addition thereto, the
              Technical Director shall be responsible for answering any
              technical questions regarding the operations of the computer
              network to any Member of the Corporation.

       (g)    Zone Echomail Coordinator - The Zone Echomail Coordinator shall
              be responsible for the international coordination of any and all
              echoconferences and routed netmail within the Corporations
              network of systems, and shall be autonimous in authority.

       (h)    Publicity/Publications Director - The Publicity/Publications
              Director shall be responsibile for (i) all publicity on behalf of
              the Corporation; (ii) arrangements with news media on behalf of
              the Corporation; and (iii) arrangement of publicity for special
              projects such as seminars, workshops or fund raising events,
              and (iv) all Corporate publications including newsletters.

8.4    Delegation of Duties.  In the case of the absence of any Officer of
       the Corporation, or for any other reason that the remaining Officers
       of the Corporation may deem sufficient, the remaining Officers may
       delegate, for the time being, any and all of the powers or duties of
       such Officer to any Officer or to any Director.


                                      ARTICLE NINE
                                      MISCELLANEOUS

9.1    Seal.  The Corporate seal shall be in such form as the Regular Board
       of Directors may from time to time determine.


9.2    Annual Statements.  Not later than four months after the close of
       each fiscal year, and in any case prior to the next annual meeting of
       Members of the Corporation, the Corporation shall prepare:

       (a)    A balance sheet showing, in reasonable detail, the financial
              condition of the Corporation as of the close of its fiscal year;
              and

       (b)    Profit and loss statements showing the results of its
              operations during its fiscal year.


9.3    Appointment of Agents.  The President shall be authorized and
       empowered in the name and as the act and deed of the Corporation to
       name and appoint general and special agents, representatives and
       attorneys to represent the Corporation in the United States or any
       foreign county or countries and to name and appoint attorneys and
       proxies to vote any shares of stock in any other Corporation at any
       time owned or held of record by the Corporation, and to prescribe
       limit, and define the powers and duties of such agents,
       representatives, attorneys, and proxies and to make substitutions,
       revocation or cancellation in whole or in part of any power or
       authority conferred on any such agent, representatives, attorneys,
       and proxies and to make substitutions, revocation or cancellation in
       whole or in part of any power or authority conferred on any such
       agent, representative, attorney or proxy.  All Powers of Attorney or
       instruments under which such agents, representatives, attorneys, or
       proxies shall be so named and appointed shall be signed and executed
       by the President, and the Corporate seal shall be affixed thereto. 
       Any substitution, revocation or cancellation shall be signed in like
       manner, provided always that any agent, representative, attorney, or
       proxy when so authorized by instrument appointing him may substitute
       or delegate his powers in whole or in part and revoke and cancel such
       substitution or delegation.  No special authorization by the Regular
       Board of Directors shall be necessary in connection with the
       foregoing, but this By-Law shall be deemed to constitute full and
       complete authority to the Officers above designated to do all the
       acts and things as they deem necessary or incidental thereto or in
       connection therewith.


9.4    Indemnification.

       (a)    Under the circumstances prescribed in paragraph (c) and (d) of
              this section, the Corporation shall indemnify and hold harmless
              any person who was or is a party or is threatened to be made a
              party to any threatened, pending or completed action, suit or
              proceeding, whether civil, criminal, administrative or
              investigative (other than by action by or in the right of the
              Corporation) by reason of the fact that he 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 against expenses
              (including attorney's fees) judgments, fines and amounts paid in
              settlement actually or reasonably incurred by him in connection
              with such action, suit or proceedings, if he acted in a manner he
              reasonably believed to be in or not opposed to the best
              interest of the Corporation and, with respect to any criminal
              action or proceeding, he had no reasonable cause to believe his
              conduct was unlawful.  The termination of any action, suit or
              proceeding by judgment, order, settlement, conviction, or upon
              the plea of nolo contendere or its equivalent, shall not, of
              itself, create a presumption that the person did not act in a
              manner which he reasonable believed to be in or not opposed to
              the best interest of the Corporation, and with respect to any
              criminal action or proceeding, had reasonable cause to believe
              his conduct was unlawful.

       (b)    Under the circumstances provided in paragraph (c) and (d) of this
              section, the Corporation shall indemnify and hold harmless any
              person who was or is a party or is threatened to be made a
              party to any threatened, pending or completed action or suit by
              or in the right of the Corporation to procure a judgment in its
              favor by reason of the fact he is or was a Director, Officer,
              employee or agent of the Corporation, or is or was serving at
              the request of the Corporation, partnership, joint venture,
              trust or other enterprise, against expenses (including
              attorney's fees) actually and reasonable incurred by him in
              connection with the defense or settlement of such action or
              suit, if he acted in good faith and in a manner he reasonably
              believed to be in or not opposed to the best interests of the
              Corporation, except that no eminent indemnification shall be
              made in respect of any claim, issue or matter as to which such
              person shall have been adjudged to be liable for negligence or
              misconduct in the performance of his duty to the Corporation
              unless and only to the extent to the Court in which such action
              or suit was brought shall determine upon application that,
              despite the adjudication liability but in view of all the
              circumstances of the case, such a person is fairly and
              reasonable entitled to indemnity for such expenses which the
              Court shall deem proper.

       (c)    To the extent that a Director, Officer, employee or agent of a
              Corporation has been successful on the merits or otherwise in
              defense of any action, suit or proceeding referred to in
              paragraphs (a) and (b) of this section or in defense of any claim,
              issue or matter therein, he shall be indemnified against
              expenses (including attorney's fees) actually and reasonably
              incurred by him in connection therewith.

       (d)    Except as provided in paragraph (c) of this section and except
              as may be ordered by a Court, any indemnification under
              paragraphs (a) and (b) of this section shall be made by the
              Corporation only as authorized in the specific case upon a
              determination that indemnification of the Director, Officer,
              employee or agent is proper in the circumstances because he
              has met the applicable standard of conduct set forth in
              paragraphs (a) and (b).  Such determination shall be made (1) by
              the Officers of the Corporation by majority vote, the quorum
              consisting of Officers who were not parties to such action, suit
              or proceeding, or (2) if such a quorum is not obtainable, or, even
              if obtainable, if a quorum of disinterested Officers so directs,
              by the Corporation in a written opinion, or (3) by a moajority
              vote of the Members of the Corporation entitled to vote.

       (e)    Expenses incurred in defending a civil or criminal action, suit
              or proceeding may be paid by the Corporation in advance of the
              final disposition of such action, suit or proceeding as
              authorized by the Regular Board of Directors in the specific
              case upon receipt of an undertaking by or on behalf of the
              Director, Officer, employee or agent to repay such amount
              unless it shall ultimately be determined that he is entitled to
              be indemnified by the Corporation as authorized in this section.

       (f)    The indemnification provided by this section shall not be deemed
              exclusive of any other rights, in respect of indemnification or
              otherwise, to which those seeking indemnification may be
              entitled under and By-Law or Resolution approved by the
              affirmative vote of the Members entitled to vote thereon taken
              at a meeting the notice of which specified that such By-Law or
              Resolution would be place before the Members of the
              Corporation, both as to action by the Director, Officer,
              employee or agent and shall inure to the benefit of the heirs,
              executors and administrators of such a person.

       (g)    The Corporation may purchase and maintain insurance 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, against any liability asserted against him
              and incurred by him in any such capacity, or arising out of his
              status as such, whether or not the Corporation would have the
              power to indemnify him against such liability under the
              provisions of this section.

       (h)    If any expenses or other amounts are paid by way of
              indemnification, otherwise than by court order or by an
              insurance carrier pursuant to insurance maintained by the
              Corporation the Corporation shall, not later than the next
              annual meeting of the Members of the Corporation, unless such
              meeting is held within three (3) months from the date of such a
              payment and, in any event, within fifteen (15) months from the
              date of such payment, send by electronic mail to its Members of
              the Corporation of record at the time entitled to vote, a
              statement specifying the persons paid, the amounts paid, and
              the nature and status at the time of such payment of the
              litigation or threatened litigation.


9.5    Limitations on Salaries and Benefits. The Corporation and the
       Officers are empowered to employ attorneys, real estate brokers,
       accountants, and other agents and employees, if such employment is
       deemed necessary for the purpose of the Corporation and to pay
       reasonable fees that are ordinarily paid such independent
       contractors and agents and salaries, wages, together with other
       fringe benefits or other forms of compensation (housing,
       transportation and other allowances) paid to or provided to the
       Corporation's employees, Officers and/or Directors as does not
       exceed a value which is reasonable and commensurate with the duties
       and working hours associated with such employment and with the
       compensation ordinarily paid persons with similar positions or
       duties.


9.6    Membership Lists.  Membership lists of the Corporation shall not be
       given nor sold to any outside person or organization for commercial
       purposes.  Any request received for such Membership lists shall be
       rejected in writing over the President's signature.


ARTICLE TEN
                                       AMENDMENTS

10.1   The By-Laws of the Corporation may be altered or amended and new
       By-Laws may be adopted by the Members of the Corporation at any
       annual or special meeting of the Members of the Corporation or by the
       Regular Board of Directors at any regular or special meeting of the
       Regular Board of Directors; provided, however, that, if such action is
       to be taken at a meeting of the Members of the Corporation, notice of
       the general nature of the proposed change in the By-Laws shall be
       given in the notice of the meeting.  The above notwithstanding, the
       By-Laws of the Corporation may not be amended in any manner which
       makes the provisions thereof in contradiction to or in violation of
       Article One hereinabove, and specifically sections 1.1 and 1.4 thereof.
       Approved and ratified the _____ day of _____________________, 1991.



_________________________________________
Secretary/Treasurer
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