Exhibit
        3.2
 
 **AMENDED
        AND RESTATED BYLAWS OF**
 **YP
        CORP.**
 **a
        Nevada Corporation**
 
 **ARTICLE
        I**
 **OFFICES**
 
 **1.1** **REGISTERED
        OFFICE** . 
        The registered office of the Corporation in the State of Nevada shall be
        in a
        county and city of the State of Nevada designated by the Board of Directors
        in
        accordance with applicable law.
 
 **1.2** **OTHER
        OFFICES** . 
        The Corporation also may have offices at such other places both within and
        without the State of Nevada as the Board of Directors may from time to time
        determine or the business of the Corporation may require.
 
 **ARTICLE
        II**
 **STOCKHOLDERS**
 
 **2.1** **STOCKHOLDER
        MEETINGS** .
 
 (a) TIME
        AND
        PLACE OF MEETINGS.  Meetings of the stockholders shall be held at such
        times and places, either within or without the State of Nevada, as may from
        time
        to time be fixed by the Board of Directors and stated in the notices or waivers
        of notice of such meetings.
 
 (b) ANNUAL
        MEETING.  Annual meetings of stockholders shall be held at such date and
        time as the Board of Directors shall determine. At the annual meeting,
        stockholders shall elect a board of directors by plurality vote and transact
        such other business as properly may be brought before the annual meeting
        in
        accordance with Section 2.7 of this Article II.
 
 (c) SPECIAL
        MEETINGS.  Special meetings of the stockholders of the Corporation may be
        called for any purpose or purposes at any time only by the Chairman of the
        Board, the Chief Executive Officer or the President. Business transacted
        at any
        special meeting of the stockholders shall be limited to the purposes stated
        in
        the notice of such meeting.
 
 (d) NOTICE
        OF
        MEETINGS.  Except as otherwise provided by law, the Articles of
        Incorporation or these Bylaws, written notice of each meeting of the
        stockholders shall be given not less than ten days nor more than sixty days
        before the date of such meeting to each stockholder entitled to vote thereat,
        directed to such stockholder's address as it appears upon the stock ledger
        of
        the Corporation, such notice to specify the place, date, hour and purpose
        or
        purposes of such meeting. If mailed, such notice shall be deemed to be given
        when deposited in the United States mail, postage prepaid, addressed to the
        stockholder at his address as it appears on the stock ledger of the Corporation.
        When a meeting of the stockholders is adjourned to another time and/or place,
        notice need not be given of such adjourned meeting if the time and place
        are
        announced at the meeting of the stockholders at which the adjournment is
        taken,
        unless the adjournment is for more than thirty days or unless after the
        adjournment a new record date is fixed for such adjourned meeting, in which
        event a notice of such adjourned meeting shall be given to each stockholder
        of
        record entitled to vote thereat. Notice of the time, place and purpose of
        any
        meeting of the stockholders may be waived in writing either before or after
        such
        meeting and will be waived by any stockholder by such stockholder's attendance
        thereat in person or by proxy. Any stockholder so waiving notice of such
        a
        meeting shall be bound by the proceedings of any such meeting in all respects
        as
        if due notice thereof had been given.
  
  (e) QUORUM. 
        Except as otherwise required by law, the Articles of Incorporation or these
        Bylaws, the holders of not less than a majority of the shares entitled to
        vote
        at any meeting of the stockholders, present in person or by proxy, shall
        constitute a quorum and the affirmative vote of the majority of such quorum
        shall be deemed the act of the stockholders. If a quorum shall fail to attend
        any meeting of the stockholders, the presiding officer of such meeting may
        adjourn such meeting from time to time to another place, date or time, without
        notice other than announcement at such meeting, until a quorum is present
        or
        represented. At such adjourned meeting at which a quorum is present or
        represented, any business may be transacted that might have been transacted
        at
        the meeting of the stockholders as originally noticed. The foregoing
        notwithstanding, if a notice of any adjourned special meeting of the
        stockholders is sent to all stockholders entitled to vote thereat, which
        states
        that such adjourned special meeting will be held with those present in person
        or
        by proxy constituting a quorum, then, except as otherwise required by law,
        those
        present at such adjourned special meeting of the stockholders shall constitute
        a
        quorum and all matters shall be determined by a majority of the votes cast
        at
        such special meeting.
 
 **2.2** **DETERMINATION
        OF STOCKHOLDERS ENTITLED TO NOTICE AND TO VOTE** . 
        To determine the stockholders entitled to notice of any meeting of the
        stockholders or to vote thereat, the Board of Directors may fix in advance
        a
        record date as provided in Article II, Section 2.8 of these Bylaws, or if
        no
        record date is fixed by the Board of Directors, a record date shall be
        determined as provided by law.
 
 **2.3** **VOTING** .
 
 (a) Except
        as
        otherwise required by law, the Articles of Incorporation or these Bylaws,
        each
        stockholder present in person or by proxy at a meeting of the stockholders
        shall
        be entitled to one vote for each full share of stock registered in the name
        of
        such stockholder at the time fixed by the Board of Directors or by law at
        the
        record date of the determination of stockholders entitled to vote at such
        meeting.
 
 (b) Every
        stockholder entitled to vote at a meeting of the stockholders may do so either
        (i) in person or (ii) by one or more agents authorized by a written proxy
        executed by the person or such stockholder's duly authorized agent, whether
        by
        manual signature, typewriting, telegraphic transmission or otherwise as
        permitted by law. No proxy shall be voted on after three years from its date,
        unless the proxy provides for a longer period.
 
 (c) Voting
        may be by voice or by ballot as the presiding officer of the meeting of the
        stockholders shall determine. On a vote by ballot, each ballot shall be signed
        by the stockholder voting, or by such stockholder's proxy, and shall state
        the
        number of shares voted.
  2
  (d) Shares
        of
        the Corporation held by another corporation may be voted by such corporation's
        officer, agent or proxy as its bylaws may prescribe, or in absence of such
        bylaw
        provision, by any other person designated by resolution of its Board of
        Directors, and such officer, agent or other person so designated may vote
        such
        corporation's shares in this Corporation in person or by proxy appointed
        by
        him.
 
 (e) Shares
        held by an administrator, executor, guardian or conservator may be voted
        by such
        representative, either in person or by proxy, without a transfer of such
        shares
        into his name. Shares standing in the name of a trustee, other than a trustee
        in
        bankruptcy, may be voted by such representative, either in person or by proxy,
        but no such trustee shall be entitled to vote shares held by him without
        a
        transfer of such shares into his name.
 
 (f) Shares
        standing in the name of a receiver, trustee in bankruptcy, or assignee for
        the
        benefit of creditors may be voted by such representative, either in person
        or by
        proxy. Shares held by or under the control of such a receiver or trustee
        may be
        voted by such receiver or trustee, either in person or by proxy, without
        the
        transfer thereof into his name if authority so to do be contained in an
        appropriate order of the court by which such receiver or trustee was
        appointed.
 
 (g) A
        stockholder whose shares are pledged shall be entitled to vote such shares
        until
        the shares have been transferred into the name of the pledgee, and thereafter
        the pledgee shall be entitled to vote the shares so transferred.
 
 (h) If
        shares
        stand in the names of two or more persons, whether fiduciaries, members of
        a
        partnership, joint tenants, tenants in common, tenants by community property
        or
        otherwise, or if two or more persons have the same fiduciary relationship
        respecting the same shares, unless the Corporation is given written notice
        to
        the contrary and is furnished with a copy of the instrument or order appointing
        them or creating the relationship wherein it is so provided, their acts with
        respect to voting shall have the following effect: (1) If only one votes,
        his
        act binds; (2) If more than one votes, the act of the majority so voting
        binds
        all; and (3) If more than one votes, but the vote is evenly split on any
        particular matter, each fraction may vote the shares in question
        proportionally.
 
 (i) Shares
        standing in the name of a married woman but not also standing in the name
        of her
        husband with such a designation of mutual relationship on the certificate,
        may
        be voted and all rights incident thereto may be exercised in the same manner
        as
        if she were unmarried.
 
 (j) Shares
        of
        its own stock belonging to the Corporation or to another corporation, if
        a
        majority of the shares entitled to vote in the elections of directors of
        such
        other corporation is held, directly or indirectly, by the Corporation, shall
        neither be entitled to vote nor counted for quorum purposes.
  3
  (k) Nothing
        in this Section shall be construed as limiting the right of the Corporation
        to
        vote its own stock held by it in a fiduciary capacity. In advance of or at
        any
        meeting of the stockholders, the Chairman of the Board may appoint one or
        more
        persons as inspectors of election (the "Inspectors") to act at such meeting.
        Such Inspectors shall take charge of the ballots at such meeting. After the
        balloting on any question, the Inspectors shall count the ballots cast and
        make
        a written report to the secretary of such meeting of the results. Subject
        to the
        direction of the Chairman of the Board, the duties of such Inspectors may
        further include without limitation: determining the number of shares outstanding
        and the voting power of each; the shares represented at the meeting; the
        existence of a quorum; the authenticity, validity, and effect of proxies;
        receiving votes, ballots, or consents; hearing and determining all challenges
        and questions in any way arising in connection with the right to vote; counting
        and tabulating all votes of consents and determining when the polls shall
        close;
        determining the result; and doing such acts as may be proper to conduct the
        election or vote with fairness to all stockholders. An Inspector need not
        be a
        stockholder of the Corporation and any officer of the Corporation may be
        an
        Inspector on any question other than a vote for or against such officer's
        election to any position with the Corporation or any other questions in which
        such officer may be directly interested. If there are three or more Inspectors,
        the determination, report or certificate of a majority of such Inspectors
        shall
        be effective as if unanimously made by all Inspectors.
 
 **2.4** **LIST
        OF STOCKHOLDERS** .
         The officer who has charge of the stock ledger of the Corporation shall
        prepare and make available, at least 10 days or such other period of time
        as may
        be required by Federal, State or other jurisdictional body whose rules and
        regulations govern the allotted time before every meeting of stockholders,
        a
        complete list of the stockholders entitled to vote thereat, arranged in either
        alphabetical order or by zip code, showing the address of and the number
        of
        shares registered in the names of each such stockholder. Such list shall
        be open
        to the examination of any stockholder, for any purpose germane to such meeting,
        either at a place within the city where such meeting is to be held and which
        place shall be specified in the notice of such meeting, or, if not so specified,
        at the place where such meeting is to be held. The list also shall be produced
        and kept at the time and place of the meeting of the stockholders during
        the
        whole time thereof, and may be inspected by any stockholder who is
        present.
 
 **2.5** **ACTION
        BY WRITTEN CONSENT OF STOCKHOLDERS** .
 
 (a) Subject
        to restrictions imposed by the Corporation's Articles of Incorporation or by
        applicable law, any action required or permitted to be taken at any annual
        or
        special meeting of the stockholders may be taken without a meeting, without
        prior notice and without a vote, if a consent or consents in writing, setting
        forth the action so taken, shall be signed by the holders of outstanding
        stock
        having not less than the minimum number of votes that would be necessary
        to
        authorize or take such action at a meeting at which all shares entitled to
        vote
        thereon were present and voted and shall be delivered to the Corporation's
        Secretary. Prompt notice of the taking of the Corporate action without a
        meeting
        by less than unanimous written consent shall, to the extent required by law,
        be
        given to those stockholders who have not consented in writing and who, if
        the
        action had been taken at a meeting, would have been entitled to notice of
        the
        meeting if the record date for such meeting had been the date that written
        consents signed by a sufficient number of holders to take the action were
        delivered to the Corporation.
 
 (b) The
        Board
        of Directors may fix a record date for the determination of stockholders
        entitled to consent to corporate action in writing without a meeting, which
        record date shall not precede the date upon which the resolution fixing the
        record date is adopted by the Board of Directors, and which date shall not
        be
        more than 10 days after the date upon which the resolution fixing the record
        date is adopted by the Board of Directors. If no record date is set, the
        record
        date shall be the first date on which a signed written consent setting forth
        the
        action taken or proposed to be taken is delivered to the Secretary of the
        Corporation.
  4
  **2.6** **CONDUCT
        OF MEETINGS** . 
        The Chairman of the Board shall have full and complete authority to determine
        the agenda, to set the procedures and order the conduct of meetings, all
        as
        deemed appropriate by such person in his sole discretion with due regard
        to the
        orderly conduct of business.
 
 **2.7** **ACTION
        AT MEETINGS OF STOCKHOLDERS** .
 
 (a) No
        business may be transacted at an annual meeting of stockholders, other than
        business that is either (i) specified in the notice of meeting (or any
        supplement thereto) given by or at the direction of the Board of Directors,
        (ii)
        otherwise properly brought before the annual meeting by or at the direction
        of
        the Board of Directors or (iii) otherwise properly brought before the annual
        meeting by any stockholder of the Corporation (A) who is a stockholder of
        record
        on the date of the giving of the notice provided for in this Section 2.7
        and on
        the record date for the determination of stockholders entitled to vote at
        such
        annual meeting and (B) who complies with the notice procedures set forth
        in this
        Section 2.7.
 
 (b) In
        addition to any other applicable requirements, for business properly to be
        brought before an annual meeting by a stockholder, such stockholder must
        have
        given timely notice thereof in proper written form to the Chairman of the
        Board,
        if any, the Chief Executive Officer, President, or the Secretary of the
        Corporation.
 
 (c) To
        be
        timely, a stockholder's notice that includes a proposal for the Corporation's
        annual meeting must be received at the principal executive offices of the
        Corporation not less than 120 days before the date of the Corporation's proxy
        statement released to stockholders in connection with the previous year's
        annual
        meeting; provided, however, that in the event the Corporation did not hold
        an
        annual meeting the previous year or if the date of this year's annual meeting
        has been changed by more than 30 days from the date of the previous year's
        meeting, then the deadline is a reasonable time before the Corporation begins
        to
        print and mail its proxy materials. For a stockholder's notice that includes
        a
        proposal for a meeting of stockholders other than a regularly scheduled annual
        meeting, the deadline is a reasonable time before the Corporation begins
        to
        print and mail its proxy materials. Notwithstanding any of the provisions
        contained herein, any notice that includes a proposal that seeks action by
        the
        Corporation's stockholders at any meeting will comply with the guidelines
        established by Regulation 14A of the Securities Exchange Act of 1934, as
        amended; to the extent such regulation is then applicable to the
        Corporation.
 
 (d) To
        be in
        proper written form, a stockholder's notice must set forth, as to each matter
        such stockholder proposes to bring before the annual meeting, (i) a brief
        description of the business desired to be brought before the annual meeting
        and
        the reasons for conducting such business at the annual meeting, (ii) the
        name
        and record address of such stockholder, (iii) the class or series and number
        of
        shares of capital stock of the Corporation that are owned beneficially or
        of
        record by such stockholder, (iv) a description of all arrangements or
        understandings between such stockholder and any other person or persons
        (including their names) in connection with the proposal of such business
        by such
        stockholder and any material interest of such stockholder in such business
        and
        (v) a representation that such stockholder intends to appear in person or
        by
        proxy at the annual meeting to bring such business before the
        meeting.
  5
  (e) No
        business shall be conducted at the annual meeting of stockholders except
        business brought before the annual meeting in accordance with the procedures
        set
        forth in this Section 2.7; provided, however, that, once business has been
        brought properly before the annual meeting in accordance with such procedures,
        nothing in this Section 2.7 may be deemed to preclude discussion by any
        stockholder of any such business. If the Chairman of an annual meeting
        determines that business was not brought properly before the annual meeting
        in
        accordance with the foregoing procedures, the chairman will declare to the
        meeting that the business was not brought properly before the meeting and
        such
        business will not be transacted.
 
 (f) Whenever
        all parties entitled to vote at any meeting consent either by a writing on
        the
        records of the meeting or filed with the Secretary, or by presence at such
        meeting and oral consent entered on the minutes, or by taking part in the
        deliberations at such meeting without objection, the doings of such meetings
        shall be as valid as if had at a meeting regularly called and noticed, and
        at
        such meeting any business may be transacted, which is not excepted from the
        written consent or to the consideration of which no objection for want of
        notice
        is made at the time, and if any meeting be irregular for want of notice or
        of
        such consent, provided a quorum was present at such meeting, the proceedings
        of
        said meeting may be ratified and approved and rendered likewise valid and
        the
        irregularity or defect therein waived by a writing signed by all parties
        having
        the right to vote at such meeting; and such consent or approval of stockholders
        may be by proxy or attorney, but all such proxies and powers of attorney
        must be
        in writing.
 
 (g) Whenever
        any notice whatever is required to be given under the provisions of Nevada
        law,
        of the Articles of Incorporation or of these Bylaws, a waiver thereof in
        writing, signed by the person or persons entitled to said notice, whether
        before
        or after the time stated therein, shall be deemed equivalent
        thereto.
 
 **2.8** **RECORD
        DATE** .
 
 (a) In
        order
        that the Corporation may determine the stockholders entitled to notice of
        or to
        vote at any meeting of the stockholders or any adjournment thereof, or entitled
        to receive payment of any dividend or other distribution or allotment of
        any
        rights or entitlement to exercise any rights in respect of any change,
        conversion or exchange of stock or for the purpose of any other lawful action,
        the Board of Directors may fix, in advance, a record date, which shall not
        be
        more than sixty nor less than ten days prior to the date of such meeting.
        If not
        fixed by the Board of Directors, the record date shall be determined as provided
        by law.
 
 (b) A
        determination of stockholders of record entitled to notice of or to vote
        at a
        meeting of the stockholders shall apply to any adjournments of the meeting,
        unless the Board of Directors fixes a new record date for the adjourned
        meeting.
 
 (c) Holders
        of stock on the record date are entitled to notice and to vote or to receive
        the
        dividend, distribution or allotment of rights or to exercise the rights,
        as the
        case may be, notwithstanding any transfer of the shares set forth in the
        stock
        ledger of the Corporation after the record date, except as otherwise provided
        by
        agreement or by law, the Articles of Incorporation or these
        Bylaws.
  6
  **2.9** **INFORMALITIES
        AND IRREGULARITIES** .
         All informalities or irregularities in any call or notice of a meeting of
        the stockholders or in the areas of credentials, proxies, quorums, voting
        and
        similar matters, will be deemed waived if no objection is made at the
        meeting.
  **ARTICLE
        III**
 **BOARD** **OF
        DIRECTORS**
 
 **3.1** **GENERAL
        POWERS** . 
        Unless otherwise restricted by law, the Articles of Incorporation or these
        Bylaws as to action which shall be authorized or approved by the stockholders,
        and subject to the duties of directors as prescribed by these Bylaws, all
        corporate powers shall be exercised by or under the authority of, and the
        business and affairs of the Corporation shall be controlled by, the Board
        of
        Directors. The Board of Directors may delegate the management of the day-to-day
        operation of the business of the Corporation to a management company or other
        person, provided that the business and affairs of the Corporation will be
        managed, and all corporate powers shall be exercised, under the ultimate
        direction and responsibility of the Board of Directors.
 
 **3.2** **ELECTION
        OF DIRECTORS** .
 
 (a) NUMBER,
        QUALIFICATION AND TERM OF OFFICE.  The exact number of directors of the
        Corporation shall not be less than three or more than nine. The authorized
        number of directors may from time to time be increased or decreased by
        resolution of the directors of the Corporation amending this provision of
        the
        Bylaws in compliance with Section 8.5 of Article VIII. No reduction of the
        authorized number of directors shall have the effect of removing any director
        prior to the expiration of his or her term in office. Beginning with the
        Corporation’s annual meeting of stockholders to be held in 2007, the directors
        shall be elected for terms lasting until the next annual meeting of stockholders
        following their election, and until their successors are elected and qualified,
        subject to their earlier death, resignation or removal from the Board of
        Directors.
 
 (b) RESIGNATION.
         Any director may resign from the Board of Directors at any time by giving
        written notice to the Secretary of the Corporation. Any such resignation
        shall
        take effect at the time specified therein, or if the time when such resignation
        shall become effective shall not be so specified, then such resignation shall
        take effect immediately upon its receipt by the Secretary; and, unless otherwise
        specified therein, the acceptance of such resignation shall not be necessary
        to
        make it effective.
 
 (c) VACANCIES. 
        Vacancies and new directorships resulting from an increase in the authorized
        number of directors may be filled by a majority of the directors then in
        office,
        though less than a quorum, or by the sole remaining director. If no directors
        are in office, an election may be held as provided by statute. A director
        elected to fill a vacancy shall be elected for the unexpired term of his
        or her
        predecessor in office. A directorship to be filled by reason of an increase
        in
        the number of directors may be filled by the Board of Directors for a term
        of
        office continuing only until the next annual meeting or the next election
        of one
        or more directors by the stockholders at a special meeting of stockholders
        called for that purpose. Any director may be removed from office only in
        accordance with the Articles of Incorporation.
  7
  
 **3.3** **MEETINGS
        OF THE BOARD OF DIRECTORS** .
 
 (a) REGULAR
        MEETINGS.  Regular meetings of the Board of Directors shall be held without
        notice at such time and place as shall from time to time be determined by
        the
        Board of Directors:
 
 (i) at
        such times
        as the Board of Directors shall from time to time by resolution determine;
        and
 
 (ii) one
        half-hour
        prior to any special meeting of the stockholders and immediately following
        the
        adjournment of any annual or special meeting of the stockholders.
 
 (b) SPECIAL
        MEETINGS.
 
 (i) Special
        meetings of the Board of Directors may be called by the Chairman of the Board,
        the Chief Executive Officer or the President, and will be called by the
        Secretary at the written request of two or more directors. Notice of the time
        and place of special meetings of the Board of Directors shall be given by
        the
        Secretary or an Assistant Secretary of the Corporation, or by any other officer
        authorized by the Board of Directors. Such notice shall be given to each
        director personally or by mail, messenger, telephone, telegraph or electronic
        mail at such director's business, residence or electronic address. Notice
        by
        mail shall be deposited in the United States mail, postage prepaid, not later
        than the fifth day prior to the date fixed for such special meeting. Notice
        by
        telephone, telegraph or electronic mail shall be sent, and notice given
        personally or by messenger shall be delivered, at least twenty-four hours
        prior
        to the time set for such special meeting. Notice of a special meeting of
        the
        Board of Directors need not contain a statement of the purpose of such special
        meeting.
 
 (ii) Whenever
        all
        parties entitled to vote at any meeting consent either by a writing on the
        records of the meeting or filed with the Secretary, or by presence at such
        meeting and oral consent entered on the minutes, or by taking part in the
        deliberations at such meeting without objection, the doings of such meetings
        shall be as valid as if they had occurred at a meeting regularly called and
        noticed, and at such meeting any business may be transacted, which is not
        excepted from the written consent or to the consideration of which no objection
        for want of notice is made at the time, and if any meeting be irregular for
        want
        of notice or of such consent, provided a quorum was present at such meeting,
        the
        proceedings of said meeting may be ratified and approved and rendered likewise
        valid and the irregularity or defect therein waived by a writing signed by
        all
        parties having the right to vote at such meeting; and such consent or approval
        of directors may be by proxy or attorney, but all such proxies and powers
        of
        attorney must be in writing.
  8
  (iii) Whenever
        any
        notice whatsoever is required to be given under the provisions of Nevada
        law, of
        the Articles of Incorporation or of these Bylaws, a waiver thereof in writing,
        signed by the person or persons entitled to said notice, whether before or
        after
        the time stated therein, shall be deemed equivalent thereto.
 
 (c) ADJOURNED
        MEETINGS.  A majority of directors present at any regular or special
        meeting of the Board of Directors or any committee thereof, whether or not
        constituting a quorum, may adjourn any meeting from time to time until a
        quorum
        is present or otherwise, however, notice of the time and place of holding
        any
        adjourned meeting shall be required as provided in Section 3.3(b) of these
        Bylaws.
 
 (d) PLACE
        OF
        MEETINGS.  Meetings of the Board of Directors, both regular and special,
        may be held either within or without the State of Nevada.
 
 (e) PARTICIPATION
        BY TELEPHONE.  Members of the Board of Directors or any committee may
        participate in any meeting of the Board of Directors or committee through
        the
        use of conference telephone or similar communications equipment, so long
        as all
        members participating in such meeting can hear one another, and such
        participation shall constitute presence in person at such meeting.
 
 (f) QUORUM. 
        At all meetings of the Board of Directors or any committee thereof, a majority
        of the total number of directors of the entire then authorized Board of
        Directors or such committee shall constitute a quorum for the transaction
        of
        business and the act of a majority of the directors present at any such meeting
        at which there is a quorum shall be the act of the Board of Directors or
        any
        committee, except as may be otherwise specifically prohibited by law, the
        Articles of Incorporation or these Bylaws. A meeting of the Board of Directors
        or any committee at which a quorum initially is present may continue to transact
        business notwithstanding the withdrawal of directors so long as any action
        is
        approved by at least a majority of the required quorum for such meeting.
        Any
        action of a majority, although not at a regularly called meeting, and the
        record
        thereof, if assented to in writing by all of the other member of the Board
        of
        Directors, shall be as valid and effective in all respects as if passed by
        the
        Board of Directors in a regular meeting.
 
 (g) WAIVER
        OF
        NOTICE.  The transactions of any meeting of the Board of Directors or any
        committee, however called and noticed or wherever held, shall be as valid
        as
        though had at a meeting duly held after regular call and notice, if a quorum
        be
        present and if, either before or after the meeting, each of the directors
        not
        present signs a written waiver of notice, or a consent to hold such meeting,
        or
        an approval of the minutes thereof. All such waivers, consents or approvals
        shall be filed with the corporate records or made a part of the minutes of
        the
        meeting.
 
 **3.4** **ACTION
        WITHOUT MEETING** . 
        Any action required or permitted to be taken by the Board of Directors at
        any
        meeting or at any meeting of a committee may be taken without a meeting if
        all
        members of the Board of Directors or such committee consent in writing and
        the
        writing or writings are filed with the minutes of the proceedings of the
        Board
        of Directors or such committee.
  9
  **3.5** **COMPENSATION
        OF DIRECTOR** . 
        Unless otherwise restricted by law, the Articles of Incorporation or these
        Bylaws, the Board of Directors shall have the authority to fix the compensation
        of directors. The directors may be paid their expenses, if any, of attendance
        at
        each meeting of the Board of Directors and may be paid a fixed sum for
        attendance at each meeting of the Board of Directors or a stated salary as
        a
        director. No such payment shall preclude any director from serving the
        Corporation in any other capacity and receiving compensation therefor. Members
        of committees of the Board of Directors may be allowed like compensation
        for
        attending committee meetings.
 
 **3.6** **COMMITTEES
        OF THE BOARD** .
 
 (a) EXECUTIVE
        COMMITTEE.  The Board of Directors may, by resolution adopted by a majority
        of the whole Board, name two or more of its members and General Counsel,
        or such
        other legal advisor as it deems appropriate, as an Executive Committee. Such
        Executive Committee will have and may exercise the powers of the Board of
        Directors in the management of the business and affairs of the Corporation
        while
        the Board is not in session, subject to such limitations as may be included
        in
        the Board's resolution; provided, however, that such Executive Committee
        shall
        not have the authority of the Board of Directors in reference to the following
        matters: (1) the submission to stockholders of any action that requires the
        authorization or approval under applicable law; (2) the filling of vacancies
        on
        the Board of Directors or in any committee of the Board of Directors; (3)
        the
        amendment or repeal of these Bylaws, or the adoption of new bylaws; and (4)
        the
        fixing of compensation of Directors for serving on the Board or on any Committee
        of the Board of Directors. A majority of those named to the Executive Committee
        will constitute a quorum and the Committee may at any time act by the written
        consent of a quorum thereof, although not formally convened.
 
 (b) OTHER
        COMMITTEES.  The Board of Directors may from time to time, by resolution
        adopted by a majority of the whole Board, appoint other standing or temporary
        Committees consisting of at least one current member of the Board of Directors,
        and such other individuals as the Board of Directors may determine. These
        Committees will be vested with such powers as the Board may include in its
        resolution; provided, however, that such Committees shall be restricted in
        their
        authority that all actions taken are subject to review and ratification by
        the
        Executive Committee and the Board of Directors. A majority of those named
        to any
        such Committees will constitute a quorum and the Committee may at any time
        act
        by the written consent of a quorum thereof, although not formally
        convened.
 
 (c) MINUTES
        OF MEETINGS.  Each committee shall keep regular minutes of its meetings and
        report the same to the Board of Directors when required.
 
 **3.7** **INTERESTED
        DIRECTORS** . 
        In addition to the statutory and corporate common law of Nevada, no contract
        or
        transaction between the Corporation and one or more of its directors or
        officers, or between the Corporation and any other corporation, partnership,
        association, or other organization in which one or more of its directors
        or
        officers are directors or officers, or have a financial interest, shall be
        void
        or voidable solely for this reason, or solely because the director or officer
        is
        present at or participates in the meeting of the Board of Directors or committee
        thereof, which authorizes the contract or transaction, or solely because
        his,
        her or their votes are counted for such purpose if (i) the material facts
        as to
        his, her or their relationship or interest and as to the contract or transaction
        are disclosed or are known to the Board of Directors in good faith authorizes
        the contract or transaction by the affirmative votes of a majority of the
        disinterested directors, even though the disinterested directors be less
        than a
        quorum; or (ii) the material facts as to his, her or their relationship or
        interest and as to the contract or transaction are disclosed or are known
        to the
        stockholders entitled to vote thereon, and the contract or transaction is
        specifically approved in good faith by vote of the stockholders; or (iii)
        the
        contract or transaction is fair as to the Corporation as of the time it is
        authorized, approved or ratified, by the Board of Directors, a committee
        thereof
        or the stockholders. Interested directors may be counted in determining the
        presence of a quorum at a meeting of the Board of Directors or of the duly
        appointed Executive Committee, which authorizes the contract or
        transaction.
  10
  **ARTICLE
        IV**
 **O** **FFICERS**
 
 **4.1** **OFFICERS** .
 
 (a) NUMBER. 
        The officers of the Corporation shall be chosen by the Board of Directors
        and
        will include a Chairman of the Board of Directors (who must be a director
        as
        chosen by the Board of Directors), a President, Secretary and a Treasurer
        and
        may include Chief Officers and any number of Vice-Presidents. The Board of
        Directors also may appoint one or more Assistant Secretaries or Assistant
        Treasurers and such other officers and agents with such powers and duties
        as it
        shall deem necessary. Any Vice President may be given such specific designation
        as may be determined from time to time by the Board of Directors. Any number
        of
        offices may be held by the same person, unless otherwise restricted by law,
        the
        Articles of Incorporation or these Bylaws. The Board of Directors may delegate
        to any other officer of the Corporation the power to choose such other officers
        and to prescribe their respective duties and powers.
 
 (b) ELECTION
        AND TERM OF OFFICE.  The officers shall be elected annually by the Board of
        Directors at its regular meeting following the annual meeting of the
        stockholders and each officer shall hold office until the next annual election
        of officers and until such officer's successor is elected and qualified,
        or
        until such officer's death, resignation or removal. Any officer may be removed
        at any time, with or without cause, by a vote of the majority of the whole
        Board
        of Directors or by an officer upon whom such power of removal may be conferred
        by the Board of Directors. Any vacancy occurring in any office may be filled
        by
        the Board of Directors.
 
 (c) SALARIES. 
        The salaries of all officers of the Corporation shall be fixed by the Board
        of
        Directors or a committee thereof from time to time.
 
 **4.2** **CHAIRMAN
        OF THE BOARD OF DIRECTORS** . 
        The Board of Directors will elect a Chairman to serve as a Non-Executive
        Officer
        of the Corporation. The Chairman will preside at all meetings of the Board
        of
        Directors and be vested with such other powers and duties as the Board may
        from
        time to time delegate to him.
 
 **4.3** **CHIEF
        OFFICERS** . 
        The Board of Directors may elect a Chief Executive Officer, a Chief Financial
        Officer and a Chief Operating Officer. The Chief Executive Officer shall
        be the
        presiding officer over all business affairs of the Corporation, subject only
        to
        the direction of the Board of Directors. The Chief Financial Officer of the
        Corporation shall be the presiding officer over the financial affairs of
        the
        Corporation, subject only to the direction of the Board of Directors and
        the
        Chief Executive Officer. The Chief Operating Officer of the Corporation shall
        be
        the presiding officer over the operational affairs of the Corporation, subject
        only to the direction of the Board of Directors and the Chief Executive Officer.
        Except as may otherwise be specifically provided in a resolution of the Board
        of
        Directors, the Chief Officers will be proper officers to sign on behalf of
        the
        Corporation any deed, bill of sale, assignment, option, mortgage, pledge,
        note,
        bond, evidence of indebtedness, application, consent (to service of process
        or
        otherwise), agreement, indenture or other instrument of any significant
        importance to the Corporation.
  11
  **4.4** **PRESIDENT** . 
        The President, absent the election of a Chief Executive Officer, will supervise
        the business and affairs of the Corporation and the performance by all of
        its
        other officers, excluding Chief Officers, of their respective duties, subject
        to
        the control of the Board of Directors. Absent the election of a Chief Executive
        Officer by the Board of Directors, the President will be the Chief Executive
        Officer of the Corporation. Except as may otherwise be specifically provided
        in
        a resolution of the Board of Directors, the President will be a proper officer
        to sign on behalf of the Corporation any deed, bill of sale, assignment,
        option,
        mortgage, pledge, note, bond, evidence of indebtedness, application, consent
        (to
        service of process or otherwise), agreement, indenture or other instrument
        of
        any significant importance to the Corporation. The President may represent
        the
        Corporation at any meeting of the stockholders of any other Corporation in
        which
        this Corporation then holds shares, and may vote this Corporation's shares
        in
        such other corporation in person or by proxy appointed by him, provided that
        the
        Board of Directors may from time to time confer the foregoing authority upon
        any
        other person or persons. The President may designate any Vice President to
        perform any acts, on behalf of the Corporation, in his place.
 
 **4.5** **VICE
        PRESIDENTS** .
         One or more Vice Presidents may be elected by the Board of Directors each
        of whom (in the order designated by the Board) will be vested with all of
        the
        powers and charged with all of the duties (including those herein before
        specifically set forth) of the President in the event of his absence or
        disability. Each Vice President will perform such other duties as may from
        time
        to time be delegated or assigned to him/her by the Board of Directors, Chief
        Executive Officer, Chief Operating Officer or the President, in that
        order.
 
 **4.6** **SECRETARY
        AND ASSISTANT SECRETARIES** . 
        The Secretary will keep the minutes of meetings of the stockholders, Board
        of
        Directors and any Committee, and all unanimous written consents of the
        stockholders, Board of Directors and any Committee of the Corporation, see
        that
        all notices are duly given in accordance with the provisions of these Bylaws or
        as required by applicable law, be custodian of the corporate seal and corporate
        records, and, in general, perform all duties incident to his office. Except
        as
        may otherwise be specifically provided in a resolution of the Board of
        Directors, the Secretary and each Assistant Secretary will be a proper officer
        to take charge of the Corporation's stock ledger, and to compile the voting
        record, and to impress the Corporation's Seal on any instrument signed by
        a duly
        authorized or empowered officer, and to attest to the same.
  12
  **4.7** **TREASURER
        AND ASSISTANT TREASURERS** . 
        The Treasurer, absent the election of a Chief Financial Officer, shall serve
        as
        the Chief Financial Officer and will maintain the financial records of the
        Corporation and supervise all Corporate reporting with any and all government
        agencies. The Treasurer will keep full and accurate accounts of receipts
        and
        disbursements in books belonging to the Corporation, and will cause all money
        and other valuable effects to be deposited in the name and to the credit
        of the
        Corporation in such depositories, subject to withdrawal in such manner as
        may be
        designated by the Board of Directors and the Chief Executive Officer. The
        Treasurer will render to the Chief Executive Officer, President and to the
        Directors (at the regular meetings of the Board or whenever they may require),
        an account of all his transactions, as Treasurer, and of the financial condition
        of the Corporation.
 
 **ARTICLE
        V**
 I **NDEMNIFICATION
        AND INSURANCE**
 
 **5.1** **RIGHT
        TO INDEMNIFICATION** . 
        Subject to the terms and conditions of this Article V, each officer or director
        of the Corporation who was or is made a party or witness or is threatened
        to be
        made a party or witness to or is otherwise involved in any threatened, pending
        or completed action, suit or proceeding, whether civil, criminal, administrative
        or investigative (hereinafter a "proceeding"), by reason of the fact that
        he is
        or was a director or officer of the Corporation or is or was serving at the
        request of the Corporation as a director, officer, employee or agent of another
        corporation or of a partnership, joint venture, trust or other enterprise,
        including service with respect to employee benefit plans (hereinafter an
        "indemnitee"), whether the basis of such proceeding is alleged action or
        inaction in an official capacity while serving as a director, officer, employee
        or agent, shall be indemnified and held harmless by the Corporation to the
        fullest extent authorized by the general corporate law of Nevada as set forth
        in
        Section 78 et. seq. of the Nevada Revised Statutes ("GCL"), as the same exists
        or may hereafter be amended (but, in the case of any such amendment, only
        to the
        extent that such amendment permits the Corporation to provide broader
        indemnification rights than such law permitted the Corporation to provide
        prior
        to such amendment), against all expense, liability and loss (including
        attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts
        paid in settlement) reasonably incurred or suffered by such indemnitee who
        has
        ceased to be a director, officer, employee or agent and shall inure to the
        benefit of the indemnitee's heirs, executors and administrators; provided,
        however, that, except as provided in Article V hereof with respect to
        proceedings to enforce rights to indemnification, the Corporation shall
        indemnify any such indemnitee in connection with a proceeding (or part thereof)
        initiated by such indemnitee only if such proceeding (or part thereof) was
        authorized by the Board of Directors of the Corporation. The right to
        indemnification conferred in this Section shall include the right to be paid
        by
        the Corporation the expenses incurred in defending any such proceeding in
        advance of its final disposition (hereinafter an "advancement of expenses");
        provided, however, that if the GCL requires an advancement of expenses incurred
        by an indemnitee, such advancement of expenses shall be made only upon delivery
        to the Corporation of an undertaking in the form then required by the GCL
        (if
        any), by or on behalf of such indemnitee, with respect to the repayment of
        amounts so advanced (hereinafter an "undertaking").
  13
  **5.2** **RIGHT
        TO INDEMNITEE TO BRING SUIT** . 
        If a claim under Section 5.1 of this Article V is not paid in full by the
        Corporation within sixty days after a written claim has been received by
        the
        Corporation, except in the case of a claim for an advancement of expenses,
        in
        which case the applicable period shall be twenty days, the indemnitee may
        at any
        time thereafter bring suit against the Corporation to recover the unpaid
        amount
        of the claim. If successful in whole or in part in any such suit or in a
        suit
        brought by the Corporation to recover an advancement of expenses pursuant
        to the
        terms of an undertaking, the indemnitee shall be entitled to be paid also
        the
        expenses of prosecuting or defending such suit. In (i) any suit brought by
        the
        indemnitee to enforce a right to indemnification hereunder (but not in a
        suit
        brought by the indemnitee to enforce a right to an advancement of expenses)
        it
        shall be a defense that, and (ii) any suit by the Corporation to recover
        an
        advancement of expenses pursuant to the terms of an undertaking the Corporation
        shall be entitled to recover such expenses upon a final adjudication that,
        the
        indemnitee has not met the applicable standard of conduct set forth in the
        GCL.
        Neither the failure of the Corporation (including the Board of Directors,
        independent legal counsel, or its stockholders) to have made a determination
        prior to the commencement of such suit that indemnification of the indemnitee
        is
        proper in the circumstances because the indemnitee has met the applicable
        standard of conduct set forth in the GCL, nor an actual determination by
        the
        Corporation (including its Board of Directors, independent legal counsel
        or its
        stockholders) that the indemnitee has not met such applicable standard of
        conduct, shall create a presumption that the indemnitee has not met the
        applicable standard of conduct or, in the case of such suit brought by the
        indemnitee, be a defense to such suit. In any suit brought by the indemnitee
        to
        enforce a right hereunder, or by the Corporation to recover an advancement
        of
        expenses pursuant to he terms of an undertaking, the burden of proving that
        the
        indemnitee is not entitled to be indemnified or to such advancement of expenses
        under this Section or otherwise shall be on the Corporation.
 
 **5.3** **SPECIFIC
        LIMITATIONS ON INDEMNIFICATION** . 
        Notwithstanding anything in this Article to the contrary, the Corporation
        shall
        not be obligated to make any payment to any indemnitee with respect to any
        proceeding (i) to the extent that payment is actually made to the indemnitee
        under any insurance policy, or is made to indemnitee by the Corporation or
        an
        affiliate thereof otherwise than pursuant to this Article, (ii) for any expense,
        liability or loss in connection with a proceeding settled without the
        Corporation's written consent, which consent, however, shall not be unreasonably
        withheld, (iii) for an accounting of profits made from the purchase or sale
        by
        the indemnitee of securities of the Corporation within the meaning of Section
        16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions
        of any state statutory or common law, (iv) where the indemnitee acted in
        bad
        faith or with gross negligence, or (v) where prohibited by applicable
        law.
 
 **5.4** **CONTRACT** . 
        The provisions of this Article shall be deemed to be a contract between the
        Corporation and each director and officer who serves in such capacity at
        any
        time while such Section is in effect, and any repeal or modification thereof
        shall not affect any rights or obligations then existing with respect to
        any
        state of facts then or theretofore existing or any action, suit or proceeding
        theretofore or thereafter based in whole or in part upon any such state of
        facts.
 
 **5.5** **PARTIAL
        INDEMNITY** . 
        If the indemnitee is entitled under any provision of this Article to
        indemnification by the Corporation for some or a portion of the expenses,
        liabilities or losses incurred in connection with a proceeding but not, however,
        for the entire amount thereof, the Corporation shall nevertheless indemnify
        the
        indemnitee for the portion thereof to which the indemnitee is entitled.
        Moreover, notwithstanding any other provision of this Article, to the extent
        that the indemnitee has been successful on the merits or otherwise in defense
        of
        any or all claims relating in whole or in part to a proceeding or in defense
        of
        any issue or matter therein, including dismissal without prejudice, the
        indemnitee shall be indemnified against all loss, expense and liability incurred
        in connection with the portion of the proceeding with respect to which
        indemnitee was successful on the merits or otherwise.
  14
  **5.6** **NON-EXCLUSIVITY
        OF RIGHTS** . 
        The rights to indemnification and to the advancement of expenses conferred
        in
        this Article shall not be exclusive of any other right which any person may
        have
        or hereafter acquire under any statute, the Articles of Incorporation, these
        Bylaws, agreement, vote of stockholders or disinterested directors or
        otherwise.
 
 **5.7** **INSURANCE** . 
        The Corporation may maintain insurance, at its expense, to protect itself
        and
        any director, officer, employee or agent of the Corporation or another
        corporation, partnership, joint venture, trust or other enterprise against
        any
        expense, liability or loss, whether or not the Corporation would have the
        power
        to indemnify such person against such expense, liability or loss under the
        GCL.
 
 **5.8** **INDEMNIFICATION
        OF EMPLOYEES AND AGENTS OF THE CORPORATION** . 
        The Corporation may, to the extent authorized from time to time by the Board
        of
        Directors, grant rights to indemnification and to the advancement of expenses,
        to any employee or agent of the Corporation to the fullest extent of the
        provisions of this Article with respect to the indemnification and advancement
        of expenses of directors and officers of the Corporation, or to such lesser
        extent as may be determined by the Board of Directors.
 
 **5.9** **NOTICE
        BY INDEMNITEE AND DEFENSE OF CLAIM** . 
        The indemnitee shall promptly notify the Corporation in writing upon being
        served with any summons, citation, subpoena, complaint, indictment, information
        or other document relating to any matter, whether civil, criminal,
        administrative or investigative, but the omission so to notify the Corporation
        will not relieve it from any liability which it may have to the indemnitee
        if
        such omission does not prejudice the Corporation's rights. If such omission
        does
        prejudice the Corporation's rights, the Corporation will be relieved from
        liability only to the extent of such prejudice; nor will such omission relieve
        the Corporation from any liability which it may have to the indemnitee otherwise
        than under this Article V. With respect to any proceedings as to which the
        indemnitee notifies the Corporation of the commencement thereof:
 
 (a) The
        Corporation will be entitled to participate therein at its own expense;
        and
 
 (b) The
        Corporation will be entitled to assume the defense thereof, with counsel
        reasonably satisfactory to the indemnitee; provided, however, that the
        Corporation shall not be entitled to assume the defense of any proceeding
        (and
        this Section 5.9 shall be inapplicable to such proceeding) if the indemnitee
        shall have reasonably concluded that there may be a conflict of interest
        between
        the Corporation and the indemnitee with respect to such proceeding. After
        notice
        from the Corporation to the indemnitee of its election to assume the defense
        thereof, the Corporation will not be liable to the indemnitee under this
        Article
        V for any expenses subsequently incurred by the indemnitee in connection
        with
        the defense thereof, other than reasonable costs of investigation or as
        otherwise provided below. The indemnitee shall have the right to employ his
        own
        counsel in such proceeding but the fees and expenses of such counsel incurred
        after notice from the Corporation of its assumption of the defense thereof
        shall
        be at the expense of the indemnitee unless:
  15
  (i) The
        employment of counsel by the indemnitee has been authorized by the Corporation
        in writing; or
 
 (ii) The
        Corporation shall not have employed counsel to assume the defense in such
        proceeding or shall not have assumed such defense and be acting in connection
        therewith with reasonable diligence; in each of which cases the fees and
        expenses of such counsel shall be at the expense of the
        Corporation.
 
 (c) The
        Corporation shall not settle any proceeding in any manner which would impose
        any
        penalty or limitation on the indemnitee without the indemnitee's written
        consent; provided, however, that the indemnitee will not unreasonably withhold
        his consent to any proposed settlement.
 
 **ARTICLE
        VI**
 **C** **ERTIFICATES
        FOR SHARES AND THEIR TRANSFER**
 
 **6.1** **CERTIFICATES
        FOR SHARES** . 
        Unless otherwise provided by a resolution of the Board of Directors, the
        shares
        of the Corporation shall be represented by a certificate. The certificates
        of
        stock of the Corporation shall be numbered and shall be entered in the stock
        ledger of the Corporation as they are issued. They shall exhibit the holder's
        name and number of shares and shall be signed by or in the name of the
        Corporation by (a) the Chief Executive Officer, or the President and (b)
        the
        Secretary or any Assistant Secretary. Any or all of the signatures on a
        certificate may be by facsimile. In case any officer of the Corporation,
        transfer agent or registrar who has signed, or whose facsimile signature
        has
        been placed upon such certificate, shall have ceased to be such officer,
        transfer agent or registrar before such certificate is issued, such certificate
        may nevertheless be issued by the Corporation with the same effect as if
        he were
        such officer, transfer agent or registrar at the date of issuance.
 
 **6.2** **CLASSES
        OF STOCK** .
 
 (a) If
        the
        Corporation shall be authorized to issue more than one class of stock or
        more
        than one series of any class, the powers, designations, preferences and relative
        participating, optional or other special rights of each class of stock or
        series
        thereof and the qualification, limitations, or restrictions of such preferences
        or rights shall be set forth in full or summarized on the face or back of
        the
        certificate that the Corporation shall issue to represent such class or series
        of stock; provided, that, except as otherwise provided in Section 78.195(5)
        of
        the Nevada Revised Statutes in lieu of the foregoing requirements, there
        may be
        set forth on the face or back of the certificate that the Corporation shall
        issue to represent such class or series of stock, a statement that the
        Corporation will furnish without charge to each stockholder who so requests
        the
        powers, designations, preferences and relative participating, optional or
        other
        special rights of each class of stock or series thereof and the qualifications,
        limitations or restrictions of such preferences or rights.
  16
  (b) Within
        a
        reasonable time after the issuance or transfer of uncertified stock, the
        Corporation shall send to the registered owner thereof a written notice
        containing the information required to be set forth or stated on certificates
        pursuant to applicable law (including Sections 78.195, 78.205, 78.235 and
        78.242
        of the Nevada Revised Statutes) or a statement that the Corporation will
        furnish
        without charge to each stockholder who so requests the powers, designations,
        preferences and relative participating, optional or other special rights
        of each
        class of stock or series thereof and the qualifications, limitations or
        restrictions of such preferences or rights.
 
 **6.3** **TRANSFER** . 
        Subject to applicable federal and state securities laws, upon surrender to
        the
        Corporation or the transfer agent of the Corporation of a certificate for shares
        duly endorsed or accompanied by proper evidence of succession, assignation
        or
        authority to transfer, it shall be the duty of the Corporation to issue a
        new
        certificate to the person entitled thereto, cancel the old certificate and
        record the transaction upon its stock ledger. Upon receipt of proper transfer
        instructions from the registered owner of uncertified shares, such uncertified
        shares shall be canceled, issuance of new equivalent uncertified shares or
        certified shares shall be made to the person entitled thereto and the
        transaction shall be recorded upon the stock ledger of the
        Corporation.
 
 **6.4** **RECORD
        OWNER** . 
        The Corporation shall be entitled to treat the holder of record of any share
        or
        shares 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, save as expressly provided by the laws of the State of
        Nevada.
 
 **6.5** **LOST
        CERTIFICATES** . 
        The Board of Directors may direct a new certificate or certificates or
        uncertified shares to be issued in place of any certificate or certificates
        theretofore issued by the Corporation alleged to have been lost, stolen or
        destroyed, upon the making of an affidavit of that fact by the person claiming
        the certificate of stock to be lost, stolen or destroyed. When authorizing
        such
        issue of a new certificate or certificates or uncertified shares, the Board
        of
        Directors may, in its discretion and as a condition precedent to the issuance
        thereof, require the owner of such lost, stolen or destroyed certificate
        or
        certificates, or his legal representative, to advertise the same in such
        manner
        as the Board of Directors shall require to give the Corporation a bond in
        such
        sum as it may direct as indemnity against any claim that may be made against
        the
        Corporation with respect to the certificate alleged to have been lost stolen
        or
        destroyed.
 
 **6.6** **DIVIDENDS** . 
        In the event a dividend is declared, the stock transfer books will not be
        closed
        but a record date will be fixed by the Board of Directors, and only stockholders
        of record on that date shall be entitled to the dividend.
  17
  **ARTICLE
        VII**
 **E** **MERGENCY
        PROVISIONS**
 
 **7.1** **GENERAL** . 
        THE PROVISIONS OF THIS ARTICLE VII WILL BE OPERATIVE ONLY DURING A NATIONAL
        EMERGENCY DECLARED BY THE PRESIDENT OF THE UNITED STATES OR THE PERSON
        PERFORMING THE PRESIDENT'S FUNCTIONS, OR IN THE EVENT OF A NUCLEAR, ATOMIC,
        OR
        OTHER ATTACK ON THE UNITED STATES OR A DISASTER MAKING IT IMPOSSIBLE OR
        IMPRACTICABLE FOR THE CORPORATION TO CONDUCT ITS BUSINESS WITHOUT RECOURSE
        TO
        THE PROVISIONS OF THIS ARTICLE VII. Said provisions in such event shall override
        all other Bylaws of this Corporation in conflict with any provisions of this
        Article VII, and shall remain operative so long as it remains impossible
        or
        impracticable to continue the business of the Corporation otherwise, but
        thereafter shall be inoperative; provided that all actions taken in good
        faith
        pursuant to such provisions shall thereafter remain in full force and effect
        unless and until revoked by action taken in accordance with the provisions
        of
        the Bylaws (other than those contained in this Article VII).
 
 **7.2** **UNAVAILABLE
        DIRECTORS** . 
        All Directors of the Corporation who are not available to perform their duties
        as Directors by reason of physical or mental incapacity or for any other
        reason
        or who are unwilling to perform their duties or whose whereabouts are unknown
        shall automatically cease to be Directors, with like effect as if such persons
        had resigned as Directors, so long as such unavailability
        continues.
 
 **7.3** **AUTHORIZED
        NUMBER OF DIRECTORS** . 
        The authorized number of Directors shall be the number of Directors remaining
        after eliminating those who have ceased to be Directors pursuant to Section
        7.2
        hereof, or the minimum number required by law, whichever number is greater,
        until such time as the vacancy created thereby can be filled, or the applicable
        provisions of these Bylaws can be amended to reflect such change.
 
 **7.4** **QUORUM** . 
        The number of Directors necessary to constitute a quorum shall be one-third
        of
        the authorized number of Directors as specified in the foregoing Section
        7.3, or
        such other minimum number as, pursuant to the law or lawful decree then in
        force, it is possible for the Bylaws of a Corporation to specify.
 
 **7.5** **CREATION
        OF EMERGENCY COMMITTEE** . 
        In the event the number of Directors remaining after eliminating those who
        have
        ceased to be Directors pursuant to Section 7.2 of this Article VII is less
        than
        the minimum number of authorized Directors required by law, then until the
        appointment of additional Directors to make up such required minimum, all
        the
        powers and authorities, which the Board could by law delegate, including
        all
        powers and authorities which the Board could delegate to a committee, shall
        be
        automatically vested in an emergency committee (the "Emergency Committee"),
        and
        the Emergency Committee shall thereafter manage the affairs of the Corporation
        pursuant to such powers and authorities and shall have all such other powers
        and
        authorities as may by law or lawful decree be conferred on any person or
        body of
        persons during a period of emergency.
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  **7.6** **CONSTITUTION
        OF EMERGENCY COMMITTEE** . 
        The Emergency Committee shall consist of all the Directors remaining after
        eliminating those who have ceased to be Directors pursuant to Section 7.2
        of
        this Article VII, provided that such remaining Directors are not less than
        three
        in number (unless such lesser number would otherwise be permissible under
        applicable law if no emergency existed). In the event such remaining Directors
        are less than three in number (and such number is not otherwise permitted
        under
        applicable law), then the Emergency Committee shall consist of three persons,
        who shall be the remaining Director or Directors plus either one or two officers
        or employees of the Corporation, as the remaining Director or Directors may
        in
        writing designate. If there is no remaining Director, the Emergency Committee
        shall consist of the three most senior officers of the Corporation who are
        available to serve, and if and to the extent such officers are not available,
        the most senior employees of the Corporation. Seniority shall be determined
        in
        accordance with any designation of seniority in the minutes of the proceedings
        of the Board, and in the absence of such designation, shall be determined
        by the
        highest rate of remuneration. In the event that there are no remaining Directors
        and no officers or employees of the Corporation available, the Emergency
        Committee shall consist of three persons designated in writing by the
        Shareholder owning the largest number of shares of record as of the date
        of the
        last record date.
 
 **7.7** **POWERS
        OF EMERGENCY COMMITTEE** . 
        The Emergency Committee, once appointed, shall govern its own procedures
        and
        shall have power to increase the number of members thereof beyond the original
        number, and in the event of a vacancy or vacancies therein, arising at any
        time,
        the remaining member or members of the Emergency Committee shall have the
        power
        to fill such vacancy or vacancies. In the event at any time after its
        appointment, all members of the Emergency Committee shall die or resign or
        become unavailable to act for any reason whatsoever, a new Emergency Committee
        shall be appointed in accordance with the foregoing provisions of this Article
        VII.
 
 **7.8** **DIRECTORS
        BECOMING AVAILABLE** . 
        Any person who has ceased to be a Director pursuant to the provisions of
        Section
        7.2 of this Article VII and who thereafter becomes available to serve as
        a
        Director shall automatically become a member of the Emergency
        Committee.
 
 **7.9** **ELECTION
        OF BOARD OF DIRECTORS** . 
        The Emergency Committee shall, as soon after its appointment as is practicable,
        take all requisite action to secure the election of a board of directors,
        and
        upon such election all the powers and authorities of the Emergency Committee
        shall be vested therein, and the Emergency Committee shall thereafter
        cease.
 
 **7.10** **TERMINATION
        OF EMERGENCY COMMITTEE** . 
        In the event, after the appointment of an Emergency Committee, a sufficient
        number of persons who ceased to be Directors pursuant to Section 7.2 of this
        Article VII become available to serve as Directors, so that if they had not
        ceased to be Directors as aforesaid, there would be enough Directors to
        constitute the minimum number of Directors required by law, then all such
        persons shall automatically be deemed to be reappointed as Directors, the
        powers
        and authorities of the Emergency Committee shall again be vested in the Board,
        and the Emergency Committee shall thereafter cease.
  19
  **ARTICLE
        VIII**
 **M** **ISCELLANEOUS**
 
 **8.1** **EXECUTION
        OF INSTRUMENTS** . 
        The Board of Directors may, in its discretion, determine the method and
        designate the signatory officer or officers, or other persons, to execute
        any
        corporate instrument or document or to sign the corporate name without
        limitation, except where otherwise provided by law, the Articles of
        Incorporation or these Bylaws. Such designation may be general or confined
        to
        specific instances.
 
 **8.2** **VOTING
        OF SECURITIES OWNED BY THE CORPORATION** .
         All stock and other securities of other corporations held by the
        Corporation shall be voted, and all proxies with respect thereto shall be
        executed, by the person so authorized by resolution of the Board of Directors,
        or, in the absence of such authorization, by the Chairman of the
        Board.
 
 **8.3** **CORPORATE
        SEAL** . 
A
        corporate seal shall not be requisite to the validity of any instrument executed
        by or on behalf of the Corporation.
 
 **8.4** **CONSTRUCTION
        AND DEFINITIONS** .
         Unless the context requires otherwise the general provisions, rules of
        construction and definitions in the Nevada Revised Statutes and the Articles
        of
        Incorporation shall govern the construction of these Bylaws.
 
 **8.5** **AMENDMENTS** .
         These Bylaws may be altered, amended or repealed by a majority vote of the
        Board of Directors or the stockholders.
 
 **8.6** **DESCRIPTIVE
        HEADINGS** . 
        The descriptive headings of the paragraphs of these Bylaws are inserted for
        convenience only and shall not control or affect the meaning or construction
        of
        any provision hereof.
 
 **8.7** **REFERENCE
        THERETO** . 
        Any reference herein made to the Corporation's Articles will be deemed to
        refer
        to its Articles of Incorporation and all Amendments thereto as at any given
        time
        on file with the Nevada Secretary of State, together with any and all
        certificates theretofore filed by the Corporation with the Nevada Secretary
        of
        State pursuant to applicable law.
 
 **8.8** **SENIORITY
        THEREOF** . 
        The Articles will in all respects be considered senior and superior to these
        Bylaws, with any inconsistency to be resolved in favor of the Articles, and
        with
        these Bylaws to be deemed automatically amended from time to time to eliminate
        any such inconsistency which may then exist.
 
 **8.9** **NUMBER
        AND GENDER** . 
        Whenever used herein, the singular number shall include the plural and the
        singular, and the use of any gender shall be applicable to all
        genders.
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  CERTIFICATE
        OF ADOPTION
  The
        undersigned Secretary of the Corporation hereby certifies that the foregoing
        Amended and Restated Bylaws of YP CORP., a Nevada corporation (the
        "Corporation"), constitute the Bylaws of said Corporation, duly adopted and
        approved, pursuant to a resolution of the Board of Directors.
 
 December
                  11, 2006/s/
                John RavenCorporate
                  Secretary


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