<SEQUENCE>5

<FILENAME>0005.txt

<DESCRIPTION>BY-LAWS

<TEXT>



                           WINNERNET INDUSTRIES, INC.



                                     BY-LAWS





                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS



     1.  Shareholders'  Meetings shall be held in the office of the corporation,

or at such  other  place or places as the  Directors  shall,  from time to time,

determine.



     2. The annual meeting of the shareholders of this corporation shall be held

once each year beginning in 1997, or at such other time or place as the Board of

Directors  shall  appoint,   at  which  time  there  shall  be  elected  by  the

shareholders  of the  corporation a Board of Directors for the ensuing year, and

the  shareholders  shall  transact  such other  business as shall  properly come

before them.  If the day fixed for the annual  meeting  shall be a legal holiday

such meeting shall be held on the next succeeding business day.



     3. A notice  signed by any  Officer  of the  corporation  or by any  person

designated by the Board of  Directors,  which sets forth the place of the annual

meeting, shall be personally delivered to each of the shareholders of record, or

mailed  postage  prepaid,  at the  address  as  appears on the stock book of the

corporation, or if no such address appears in the stock book of the corporation,

to his last known address,  at least ten (10) days prior to the annual  meeting.

Whenever any notice  whatever is required to be given under any article of these

By-Laws,  a waiver thereof in writing,  signed by the person or persons entitled

to  the  notice,  whether  before  or  after  the  time  of the  meeting  of the

shareholders, shall be deemed equivalent to proper notice.



     4. A majority of the shares issued and outstanding,  either in person or by

proxy,  shall constitute a quorum for the transaction of business at any meeting

of the shareholders.



     5. If a quorum is not  present  at the  annual  meeting,  the  shareholders

present,  in person or by proxy,  may  adjourn to such  future  time as shall be

agreed upon by them,  and notice of such  adjournment  shall be mailed,  postage

prepaid,  to each  shareholder of record at least ten (10) days before such date

to which the meeting was adjourned; but if a quorum is present, they may adjourn

from day to day as they see  fit,  and no  notice  of such  adjournment  need be

given.



     6.  Special  meetings of the  shareholders  may be called at anytime by the

President;  by all of the Directors provided there are no more than three, or if

more than three, by any three Directors; or by the holder of a majority share of

the capital stock of the corporation.  The Secretary shall send a notice of such

called meeting to each  shareholder of record at least ten (10) days before such

meeting,  and such notice shall state the time and place of the meeting, and the

object  thereof.  No business shall be transacted at a special meeting except as

stated in the notice to the  shareholders,  unless by  unanimous  consent of all

shareholders  present,  either  in person or by  proxy,  all such  shares  being

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