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bylawsa.txt

ESHOP CA BYLAWS



  BY-LAWS

                                       OF

                             ESHOP COMMUNITIES, INC.



 ARTICLE I - OFFICES



The  principal  offices of the  Corporation  shall be located at 3430 E. Russell

Road Suite 301, Las Vegas, NV. 89120-2201, and the office address may be changed

from time to time by the Board of Directors.  The  Corporation may also maintain

offices at such other places within or without the United States as the Board of

Directors may, from time to time, determine.



 ARTICLE 11 - MEETINGS OF STOCKHOLDERS



 SECTION I - ANNUAL MEETINGS:



Thee annual meeting of the stockholders of the corporation  shall be held within

six (6) months after the close of the fiscal year of the  Corporation,  which is

established as the 3 1 st of December of each year, for the purposes of electing

directors,  and transacting  such other business as may properly come before the

meeting.



 SECTION 2 - SPECIAL MEETINGS:



Special  meetings of the  stockholders may be called at any time by the Board of

Directors  or by the  President,  and shall be called  by the  President  or the

Secretary at the written request of the holders of twenty-five  percent (25%) of

the shares then  outstanding  and  entitled  to vote  thereat,  or as  otherwise

required by law.



 SECTION 3 - PLACE OF MEETINGS:



All  meetings  of  stockholders  shall be held at the  principal  office  of the

Corporation,  or at such other places as shall be  designated  in the notices or

waivers of notice of such meetings.



 SECTION 4 - NOTICE OF MEETINGS:



(a) Except as otherwise  provided by statute,  written notice of each meeting of

stockholders,  whether  annual or  special,  stating the time when and the place

where it is to be held,  shall be served either  personally or by mail, not less

than ten or more than sixty days before the meeting,  upon each  stockholder  of

record  entitled to vote at such meeting,  and to any other  stockholder to whom

the giving of notice may be required by law.  Notice of a special  meeting shall

also state the  purpose or purposes  for which the meeting is called,  and shall

indicate  that it is being  issued  by, or at the  direction  of,  the person or

persons calling the meeting.  If at any meeting,  action is proposed to be taken

that would, if taken,  entitle  stockholders to receive payment for their shares

pursuant to statute,  the notice of such  meeting  shall  include a statement of

that  purpose and to that  effect.  If mailed,  such notice shall be directed to

each such  stockholder  at the  address  as it appears  on the  transfer  agency

records or the records of the stockholders of the  Corporation,  unless he shall

have  previously  filed with the secretary of the  Corporation a written request

that notices intended for him be mailed to some other address, in which case, it

shall be mailed to the address. designated in such request.



(b)  Notice of any  meeting  need not be given to any  person  who may  become a

stockholder of record after the mailing of such notice and prior to the meeting,

or to any  stockholder  who  attends  such  meeting,  in person or by proxy,  or

submits a signed waiver of notice either before or after such a meeting.  Notice

of any adjourned  meeting of stockholders  need not be given,  unless  otherwise

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