EXHIBIT 3.2


                           AMENDED AND RESTATED BYLAWS

                                       OF

                                QUOTEMEDIA, INC.



















                         ADOPTED AS OF NOVEMBER 22, 2002
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                                TABLE OF CONTENTS

                                                                            PAGE

Article 1  Stockholders........................................................1
  1.1      Annual Meetings.....................................................1
  1.2      Special Meetings....................................................1
  1.3      Location of Meetings................................................1
  1.4      Notice..............................................................1
  1.5      Waiver of Notice....................................................1
  1.6      Conduct of Meetings.................................................1
  1.7      Quorum..............................................................2
  1.8      Action by Consent of Stockholders...................................2
  1.9      Record Date.........................................................2

Article 2  Directors...........................................................3
  2.1      Qualifications and Number...........................................3
  2.2      Election; Resignation; Removal; Vacancies...........................3
  2.3      Meetings............................................................3
  2.4      Action Without a Meeting............................................4
  2.5      Committees..........................................................4

Article 3  Officers............................................................4
  3.1      Required Officers...................................................4
  3.2      Qualifications......................................................4
  3.3      Term of Office and Vacancies........................................4
  3.4      Resignation.........................................................5
  3.5      Removal.............................................................5
  3.6      Powers and Duties...................................................5

Article 4  Indemnification.....................................................5
  4.1      Right to Indemnification............................................5
  4.2      Prepayment of Expenses..............................................5
  4.3      Claims..............................................................5
  4.4      Nonexclusivity of Rights............................................6
  4.5      Other Indemnification...............................................6
  4.6      Amendment or Repeal.................................................6

Article 5  Miscellaneous.......................................................6
  5.1      Fiscal Year.........................................................6
  5.2      Notice, What Constitutes............................................6
  5.3      Waiver of Notice of Meetings of Stockholders, Directors,
           and Committees......................................................6
  5.4      Form of Records.....................................................6
  5.5      Amendment of Bylaws.................................................7
<PAGE>
                           AMENDED AND RESTATED BYLAWS
                                       OF
                                QUOTEMEDIA, INC.
                       (Effective as of November 22, 2002)


                                    ARTICLE 1
                                  STOCKHOLDERS

     1.1 ANNUAL  MEETINGS.  An annual meeting of stockholders  shall be held for
the  election of  directors  on such date and at such time as may be  determined
from time to time by the Board of  Directors.  Any other proper  business may be
transacted at the annual meeting.

     1.2 SPECIAL MEETINGS. Special meetings of stockholders may be called by the
Board of  Directors,  the  president,  or  stockholders  holding  66 2/3% of the
outstanding  shares.  No other  person or persons may call  special  meetings of
stockholders.  Each special  meeting shall be held on such date and at such time
as is determined by the person or persons calling the meeting.

     1.3 LOCATION OF MEETINGS.  Each annual or special  meeting of  stockholders
shall be held at such place,  within or without  the State of Nevada,  as may be
determined by the Board of Directors,  or if no  determination  is made, at such
place as may be determined by the president,  or by any other officer authorized
by the Board of Directors or the president to make such determination.

     1.4 NOTICE.  Notice of each annual or special  meeting  shall be in writing
and signed by the president or vice president, or the secretary, or an assistant
secretary, or by such other natural person or persons designated by the Board of
Directors.  The notice must state the purpose or purposes  for which the meeting
is called and the date and time when,  and the place where it is to be held. The
notice  shall  contain  such  additional  information  as  may  be  required  by
applicable  law  or  determined  by  the  Board  of  Directors.  Subject  to the
requirements  of applicable  law,  notice shall be given to such persons at such
time,  and in such manner,  as the Board of Directors  shall  determine or if no
determination  is made, as the president,  or any other officer so authorized by
the Board of Directors or the president, shall determine.

     1.5 WAIVER OF NOTICE.  Any stockholder may waive notice of any meeting by a
writing  signed  by  such  stockholder,  or the  stockholder's  duly  authorized
attorney, either before or after the meeting.

     1.6 CONDUCT OF MEETINGS.  Subject to the  requirements  of applicable  law,
each annual or special meeting of stockholders  shall be conducted in accordance
with such rules and procedures as the Board of Directors may determine and as to
matters not governed by such rules and  procedures,  as the  chairperson  of the
meeting shall  determine.  The  chairperson of any annual or special  meeting of
stockholders  shall be designated by the Board of Directors  and, in the absence
of any such designation, shall be the president. Stockholders may participate in
any annual or special meeting of stockholders by means of a telephone conference
call or similar method of  communication  by which all persons  participating in
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the meeting can hear each other. Any such participation  constitutes presence in
person at the meeting.

     1.7 QUORUM.  The presence in person or by proxy of persons holding at least
a majority  of the shares  entitled to vote at a meeting of  stockholders  shall
constitute a quorum for the transaction of business.

     1.8 ACTION BY CONSENT OF STOCKHOLDERS.  Unless otherwise  restricted by the
Articles of  Incorporation,  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 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.  Prompt  notice of the taking of the  corporate  action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

     1.9  RECORD  DATE.  In  order  that  the   Corporation  may  determine  the
stockholders entitled to notice of or to vote at, any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled 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 a record date, 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 record date:  (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment  thereof,  shall, unless otherwise required by law, not be more than
60 nor less than 10 days  before  the date of such  meeting;  (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing  without  a  meeting,  shall not be more than 10 days from the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors;  and (3) in the case of any other  action,  shall not be more than 60
days prior to such other action. If no record date is fixed: (1) the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining  stockholders entitled to express consent to corporate action in
writing  without a meeting  when no prior  action of the Board of  Directors  is
required  by law,  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
Corporation in accordance  with applicable law, or, if prior action of the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining  stockholders for any other purpose shall be
at the close of business on the day on which the Board of  Directors  adopts the
resolution  relating thereto. A determination of stockholders of record entitled
to  notice  of or to  vote at a  meeting  of  stockholders  shall  apply  to any
adjournment of the meeting;  PROVIDED,  HOWEVER, that the Board of Directors may
fix a new record date for the adjourned meeting.

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                                    ARTICLE 2
                                    DIRECTORS

     2.1 QUALIFICATIONS  AND NUMBER.  Each director must be at least 18 years of
age  and a  natural  person.  A  director  need  not be a  stockholder  of  this
Corporation or a resident of the State of Nevada.  The Board of Directors  shall
consist of one or more members,  with the specific  number to be determined from
time to time by resolution of the Board of Directors.

     2.2 ELECTION; RESIGNATION; REMOVAL; VACANCIES. The Board of Directors shall
be elected at each annual meeting of  stockholders  and each director shall hold
office for a term of one (1) year or until his or her  successor  is elected and
qualified.  Any  director  may  resign  at any time upon  written  notice to the
corporation.  Any newly  created  directorship  or any vacancy  occurring in the
Board of  Directors  for any cause may be filled by a majority of the  remaining
members of the Board of Directors, although such majority is less than a quorum,
or by a  plurality  of the votes  cast at a meeting  of  stockholders,  and each
director so elected shall hold office until the expiration of the term of office
of the director  whom he has  replaced or until his or her  successor is elected
and qualified.  Directors  shall be removed in the manner provided by the Nevada
General  Corporation Law. Any director may be removed by the stockholders of the
Corporation  only for cause at a meeting called for that purpose.  The notice of
the meeting  shall state that the purpose or one of the  purposes of the meeting
is removal of the  director.  A  director  may be removed  only if the number of
votes cast in favor of removal exceeds the number of votes cast against removal.

     2.3 MEETINGS.

          (a) TIME AND LOCATION. Each meeting of the Board of Directors shall be
held on such  date and at such time and place  within  or  without  the State of
Nevada as shall be fixed by the Board of  Directors  or the person  calling  the
meeting.

          (b) CALL. No call shall be required for the regular meetings for which
the time and place have been fixed by the Board of Directors.  Special  meetings
may be called by or at the  direction  of the  president or of a majority of the
directors then in office.

          (c) NOTICE.  Notice need not be given for regular  meetings  for which
the time and place  have been  fixed by the  Board of  Directors.  Notice of the
time,  date,  and location of a special  meeting shall be given by the person or
persons call the meeting at least 24 hours before the special meeting.

          (d) QUORUM AND  ACTION.  A majority  of the Board of  Directors  shall
constitute  a quorum  for the  transaction  of  business.  Except  as  otherwise
provided by  applicable  law, or the Articles of  Incorporation,  the act of the
directors holding a majority of the voting power of the directors,  present at a
meeting at which a quorum is present, is the act of the Board of Directors.

          (e) TELEPHONIC  MEETINGS.  Unless otherwise restricted by the Articles
of Incorporation, members of the Board of Directors, or any committee designated
by the  Board  of  Directors,  may  participate  in a  meeting  of the  Board of
Directors or committee by means of a telephone  conference or similar  method of
communication  by  which  all  persons   participating   can  hear  each  other.

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Participation  in a  meeting  in  accordance  with this  subsection  constitutes
presence in person at the meeting.

     2.4 ACTION WITHOUT A MEETING.  Unless otherwise  restricted by the Articles
of  Incorporation,  any action required or permitted to be taken at a meeting of
the Board of Directors or of any committee designated by the Board of Directors,
may be taken without a meeting if, before or after the action, a written consent
thereto  is signed by all of the  members  of the Board of  Directors  or of the
committee,  as the case  may be.  The  written  consent  must be filed  with the
minutes of proceedings  of the Board of Directors or committee,  as the case may
be.

     2.5 COMMITTEES.

          (a) The Board of Directors may, by resolution  passed by a majority of
the whole Board of Directors,  designate one or more  committees of the Board of
Directors,  each  committee  to consist of one or more of the  directors  of the
Corporation,  which, to the extent provided by law and in the resolution,  shall
have and may exercise the powers of the Board of Directors in the  management of
the business and affairs of the Corporation, and may have power to authorize the
seal of the  Corporation  to be affixed  to all papers on which the  Corporation
desires to place a seal.  The  committee  or  committees  shall have the name or
names as may be determined from time to time by resolution  adopted by the Board
of Directors.

          (b) Unless the Board of Directors  designates one or more directors as
alternate  members of any committee,  who may replace an absent or  disqualified
member at any meeting of the committee,  the members of any committee present at
any meeting and not disqualified from voting may, whether or not they constitute
a quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified  member of the committee.
At meetings of any committee,  a majority of the members or alternate members of
the committee shall  constitute a quorum for the transaction of business and the
act of a majority  of members or  alternate  members  present at any  meeting at
which there is a quorum shall be the act of the committee.

          (c) The committees shall keep regular minutes of their proceedings.

                                    ARTICLE 3
                                    OFFICERS

     3.1 REQUIRED  OFFICERS.  The Corporation must have a president,  secretary,
and a treasurer.  The Board of Directors may, if it so desires,  choose from its
members,  a  chairman  of the  board  and a vice  chairman  of  the  board.  The
Corporation may also have one or more vice  presidents,  assistant  secretaries,
and assistant  treasurers,  and such other  officers and agents as may be deemed
necessary by the Board of  Directors.  Officers  shall be chosen by the Board of
Directors or chosen in the manner determined by the Board of Directors.

     3.2  QUALIFICATIONS.  Each officer must be a natural person and any natural
person may hold two or more offices.

     3.3  TERM  OF  OFFICE  AND  VACANCIES.  Unless  otherwise  provided  in the
resolution choosing the officer, each officer shall hold office until his or her
successor  shall have been  chosen or until his or her  earlier  resignation  or

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removal. Any vacancy in any office may be filled by the Board of Directors or in
the manner determined by the Board of Directors.

     3.4  RESIGNATION.  Any  officer  may  resign at any time by giving  written
notice to the  Corporation.  The  resignation  shall take  effect as of the date
received or at any later time specified in the notice.  The resignation need not
be accepted to be effective.  Any resignation  shall be without prejudice to the
contractual rights of the Corporation, if any.

     3.5 REMOVAL.  Without  prejudice to the contractual  rights,  if any, of an
officer,  any  officer  may be  removed  with or  without  cause by the Board of
Directors or in the manner determined by the Board of Directors.

     3.6 POWERS AND  DUTIES.  The  officers of the  Corporation  shall have such
powers and duties in the management  and operation of the  Corporation as may be
prescribed  by the Board of  Directors  and, to the extent not so  provided,  as
generally pertain to their office, subject to the Board of Directors.

                                    ARTICLE 4
                                 INDEMNIFICATION

     4.1 RIGHT TO  INDEMNIFICATION.  The  Corporation  shall  indemnify and hold
harmless,  to the fullest  extent  permitted by  applicable  law as it presently
exists  or may  hereafter  be  amended,  any  person  who  was or is  made or is
threatened to be made a party or is otherwise  involved in any action,  suit, or
proceeding,  whether  civil,  criminal,   administrative,  or  investigative  (a
"Proceeding"),  by reason of the fact that he or she or a person  for whom he or
she  is the  legal  representative,  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,  enterprise or nonprofit entity,  including
service with respect to employee  benefit plans (an  "Indemnitee"),  against all
liability and loss suffered and expenses (including  attorneys' fees) reasonably
incurred by such Indemnitee.  The Corporation  shall be required to indemnify an
Indemnitee in connection  with a Proceeding (or part thereof)  initiated by such
Indemnitee  only if the  initiation of such  Proceeding (or part thereof) by the
Indemnitee was authorized by the Board of Directors of the Corporation.

     4.2  PREPAYMENT  OF  EXPENSES.  The  Corporation  shall  pay  the  expenses
(including   attorneys'  fees)  incurred  by  an  Indemnitee  in  defending  any
proceeding  in advance of its final  disposition,  PROVIDED,  HOWEVER,  that the
payment of  expenses  incurred  by a director or officer in advance of the final
disposition of the Proceeding  shall be made only upon receipt of an undertaking
by the  director  or  officer  to repay  all  amounts  advanced  if it should be
ultimately  determined  that the  director  or  officer  is not  entitled  to be
indemnified under this Article or otherwise.

     4.3 CLAIMS.  If a claim for  indemnification  or payment of expenses  under
this  Article is not paid in full within  sixty (60) days after a written  claim
therefor by the Indemnitee has been received by the Corporation,  the Indemnitee
may file suit to recover the unpaid  amount of such claim and, if  successful in
whole or in part,  shall be entitled to be paid the expenses of prosecuting such
claim. In any such action the Corporation  shall have the burden of proving that

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the Indemnitee was not entitled to the requested  indemnification  or payment of
expenses under applicable law.

     4.4  NONEXCLUSIVITY  OF RIGHTS.  The rights conferred on any person by this
Article IV shall not be exclusive of any other rights which such person may have
or  hereafter   acquire  under  any  statute,   provision  of  the  Articles  of
Incorporation,   these  Amended  and  Restated   Bylaws,   agreement,   vote  of
stockholders, or disinterested directors or otherwise.

     4.5  OTHER  INDEMNIFICATION.  The  Corporation's  obligation,  if  any,  to
indemnify  any  person  who was or is  serving  at its  request  as a  director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust,  enterprise,  or  nonprofit  entity  shall be reduced by any amount  such
person may collect as indemnification from such other corporation,  partnership,
joint venture, trust, enterprise, or nonprofit enterprise.

     4.6  AMENDMENT  OR REPEAL.  Any  repeal or  modification  of the  foregoing
provisions of this Article IV shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.

                                    ARTICLE 5
                                  MISCELLANEOUS

     5.1 FISCAL YEAR. The fiscal year of the Corporation  shall be determined by
resolution of the Board of Directors.

     5.2 NOTICE,  WHAT CONSTITUTES.  Notices to directors and stockholders shall
be  in  writing  and  delivered   personally  or  mailed  to  the  directors  or
stockholders  at their  addresses  appearing  on the  books of the  Corporation.
Notice by mail  shall be  deemed to be given at the time when the same  shall be
mailed. Notice to directors may also be given by telegram, e-mail, facsimile, or
telephone.

     5.3  WAIVER  OF  NOTICE  OF  MEETINGS  OF  STOCKHOLDERS,   DIRECTORS,   AND
COMMITTEES.  Any  written  waiver of notice,  signed by the person  entitled  to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business  to be  transacted  at, nor the purpose of any
regular  or  special  meeting of the  stockholders,  directors,  or members of a
committee of directors need be specified in any written waiver of notice.

     5.4 FORM OF  RECORDS.  Any records  maintained  by the  Corporation  in the
regular  course of its business,  including its stock ledger,  books of account,
and minute  books,  may be kept on, or be in the form of, punch cards,  magnetic
tape,  photographs,  microphotographs,  or any other information storage device,
provided  that the records so kept can be converted  into  clearly  legible form
within a reasonable  time. The Corporation  shall so convert any records so kept
upon the request of any person entitled to inspect the same.

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<PAGE>
     5.5  AMENDMENT  OF BYLAWS.  The power to amend,  alter,  and  repeal  these
Amended and Restated  Bylaws and to make new Bylaws shall be vested in the Board
of Directors subject to the Bylaws, if any, adopted by the stockholders.

     I HEREBY  CERTIFY that the foregoing is a full,  true,  and correct copy of
the Amended and Restated Bylaws of Quotemedia, Inc., a Nevada corporation, as in
effect on the date hereof.

     IN WITNESS WHEREOF,  I have hereunto  subscribed by name as of November 22,
2002.

                                        -----------------------------------
                                        Keith J. Randall, Secretary

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