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                                                                     EXHIBIT 3.2


                              AMENDED AND RESTATED
                                     BY-LAWS

                                       OF
                         INDUSTRIES INTERNATIONAL, INC.

                              A NEVADA CORPORATION

                            AS ADOPTED APRIL 7, 2003


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                                    ARTICLE I


                                  STOCKHOLDERS





         SECTION 1.1       ANNUAL MEETING.


     An annual meeting of stockholders for the purpose of electing directors and
of transacting such other business as may come before it shall be held each year
at such date, time, and place, either within or without the State of Nevada, as
may be specified by the Board of Directors.


         SECTION 1.2       SPECIAL MEETINGS.


     Special meetings of stockholders for any purpose or purposes may be held at
any time upon call of the Chairman of the Board, if any, the President, or a
majority of the Board of Directors, at such time and place either within or
without the State of Nevada as may be stated in the notice. A special meeting of
stockholders shall be called by the President upon the written request of
stockholders who together own of record a majority of the outstanding stock of
all classes entitled to vote at such meetings, stating the time, place, and the
purpose or purposes of the meeting.


         SECTION 1.3       NOTICE OF MEETINGS.


     Written notice of stockholders meetings, stating the place, date, and hour
thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the Chairman of the Board, if
any, the President, any Vice President, the Secretary, or an Assistant
Secretary, to each stockholder entitled to vote thereat at least ten days but
not more than sixty days before the date of the meeting, unless a different
period is prescribed by law.


         SECTION 1.4       QUORUM.


     Except as otherwise provided by law or in the Articles of Incorporation or
these By-Laws, at any meeting of stockholders, the holders of a majority of the
outstanding shares of each class of stock entitled to vote at the meeting shall
be present or represented by proxy in order to constitute a quorum for the
transaction of any business. In the absence of a quorum, a majority in interest
of the stockholders present who are entitled at the time to vote or the chairman
of the meeting may adjourn the meeting from time to time in the manner provided
in Section 1.5 of these By-Laws until a quorum shall attend.


         SECTION 1.5       ADJOURNMENT.


     Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.


         SECTION 1.6       ORGANIZATION.


     The Chairman of the Board, if any, or in his or her absence the President,
or in their absence any Vice-President, shall call to order meetings of

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stockholders and shall act as chairman of such meetings. The Board of Directors
or, if the Board fails to act, the stockholders may appoint any stockholder,
director, or officer of the Corporation to act as chairman of any meeting in the
absence of the Chairman of the Board, the President, and all Vice Presidents.


     The Secretary of the Corporation shall act as secretary of all meetings of
stockholders, but, in the absence of the Secretary, the chairman of the meeting
may appoint any other person to act as secretary of the meeting.


         SECTION 1.7       VOTING.


     At all meetings of the stockholders, each stockholder shall be entitled to
vote, in person or by proxy, the shares of voting stock owned by such
stockholder of record on the record date for the meeting. When a quorum is
present or represented at any meeting, the vote of the holders of a majority of
the shares having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of law or of the Articles of Incorporation or these
By-Laws, a different vote is required, in which case such express provision
shall govern and control the decision of such question.


         SECTION 1.8       ACTION WITHOUT MEETING.


     Any action required to be taken at a meeting of the stockholders, or any
other action which may be taken at a 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 shares 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 by delivery to its registered office, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded.


         SECTION 1.9       PROXIES.


     At each meeting of the stockholders, each stockholder having the right to
vote may vote in person or may authorize another person or persons to act for
him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless such instrument provides for a longer period. All proxies must be filed
with the Secretary of the Corporation at the beginning of each meeting in order
to be counted in any vote at the meeting.


         SECTION 1.10      MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.


     The officer who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.


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                                   ARTICLE II


                               BOARD OF DIRECTORS


         SECTION 2.1       NUMBER AND TERM OF OFFICE.


     The business, property, and affairs of the Corporation shall be managed by
or under the direction of a Board of Directors. The number of directors of the
Corporation shall be not less than one (1) and not more than fifteen (15);
provided however, that the Board, by resolution adopted by vote of a majority of
the then authorized number of directors, may increase or decrease the number of
directors. Except as provided in Section 4.3 below, the directors shall be
elected by the holders of shares entitled to vote thereon at the annual meeting
of stockholders, and each shall serve (subject to the provisions of Article IV)
until the next succeeding annual meeting of shareholders and until his or her
respective successor has been elected and qualified.


         SECTION 2.2       CHAIRMAN OF THE BOARD.


     The directors may elect one of their members to be Chairman of the Board of
Directors. The Chairman shall be subject to the control of and may be removed by
the Board of Directors. He or she shall perform such duties as may from time to
time be assigned to him by the Board of Directors.


         SECTION 2.3       MEETINGS.


     Annual meetings of the Board of Directors shall take place immediately
following each annual meeting of the stockholders. Other regular meetings of the
Board of Directors shall be held at such time and at such place as shall from
time to time be determined by the Board. Regular meetings may be called upon a
minimum of five (5) days prior notice.


     Special meetings of the Board of Directors shall be held at such time and
place as shall be designated in the notice of the meeting whenever called by the
Chairman of the Board, if any, the President, or by any member of the Board of
Directors then in office. Notice of any special meeting of the Board of
Directors shall be given at least two (2) days prior to the meeting, either in
writing or by telephone if confirmed promptly in writing, to each director at
the address shown for such director on the records of the Corporation.


         SECTION 2.4       QUORUM AND ORGANIZATION OF MEETINGS.


     A majority of the total number of members of the Board of Directors as
constituted from time to time shall constitute a quorum for the transaction of
business, but, if at any meeting of the Board of Directors (whether or not
adjourned from a previous meeting) there shall be less than a quorum present, a
majority of those present may adjourn the meeting to another time and place, and
the meeting may be held as adjourned without further notice or waiver. Except as
otherwise provided by law or in the Articles of Incorporation or these By-Laws,
a majority of the directors present at any meeting at which a quorum is present
may decide any question brought before such meeting. Meetings shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the
President, or in the absence of both by such other person as the directors may
select. The Secretary of the Corporation shall act as secretary of the meeting,
but in his or her absence the chairman of the meeting may appoint any person to
act as secretary of the meeting.


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         SECTION 2.5       COMMITTEES.


     The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of any such absent or
disqualified member, provided that the director so appointed meets any
qualifications stated in the resolution designating the committee. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business, property, and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Unless otherwise provided in the resolution
designating a committee, a majority of all of the members of any such committee
may select its chairman, fix its rules and procedures, fix the time and place of
its meetings and specify what notice of meetings, if any, shall be given. All
action taken by committee shall be recorded in minutes of the meetings.


         SECTION 2.6       ACTION WITHOUT MEETING.


     Any action required or permitted to be taken at any meeting of the board of
directors or of any committee thereof may be taken without a meeting if all
members of the board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
board, or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.


         SECTION 2.7       TELEPHONE MEETINGS.


     Nothing contained in these By-Laws shall be deemed to restrict the power of
members of the Board of Directors, or any committee designated by the Board, to
participate in a meeting of the Board, or committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.





                                   ARTICLE III


                                    OFFICERS


         SECTION 3.1       EXECUTIVE OFFICERS.


     The executive officers of the Corporation shall be a Chief Executive
Officer, a President, a Treasurer/Chief Financial Officer and a Secretary, each
of whom shall be elected by the Board of Directors. The Board of Directors may
also elect or appoint such other officers (including a Chairman of the Board
and/or a Vice Chairman of the Board from among the members of the Board of
Directors, one or more Vice Presidents, a Controller and/or one or more
Assistant Treasurers and/or Assistant Secretaries) as it may deem necessary or
desirable. Each officer shall hold office for such term as may be prescribed by
the Board of Directors from time to time. Any person may hold at one time two or
more offices.


         SECTION 3.2       TERM OF OFFICE.


     The officers of the Corporation shall be elected at the annual meeting of
the Board of Directors and shall hold office until their successors are elected
and qualified. Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. Any vacancy occurring in any
office of the Corporation shall be filled by the Board of Directors.

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         SECTION 3.3       POWERS AND DUTIES.


     (A) CHAIRMAN OF THE BOARD. The Chairman of the Board, when elected, shall
preside at meetings of stockholders and shall have such other functions,
authority and duties as may be prescribed by the Board of Directors.


     (B) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have general
supervision, direction and control of the business and officers of the
Corporation. He shall be an ex officio member of all committees and shall have
the general powers and duties of management usually vested in the office of
Chief Executive Officer of corporations, and shall have such other powers and
duties as may be prescribed by the Board of Directors or these By-laws.


     (C) PRESIDENT. The President shall have the general powers and duties of
management usually vested in the office of President of corporations, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or these By-laws. He shall preside at all meetings of the stockholders and, in
the absence of the Chairman or Chief Executive Officer, or if there be none, at
all meetings of the Board of Directors.


     (D) VICE PRESIDENT. Each Vice President shall perform such duties and have
such other powers as may from time to time be prescribed by the Board of
Directors.


     (E) SECRETARY. The Secretary shall keep a record of all proceedings of the
stockholders of the Corporation and of the Board of Directors, and shall perform
like duties for the standing committees when required. The Secretary shall give,
or cause to be given, notice, if any, of all meetings of the stockholders and
shall perform such other duties as may be prescribed by the Board of Directors.
The Secretary shall have custody of the corporate seal of the Corporation and
the Secretary or, in the absence of the Secretary, any Assistant Secretary,
shall have authority to affix the seal to any instrument requiring it, and when
so affixed it may be attested by the signature of the Secretary or an Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest such affixing of the
seal.


     (F) ASSISTANT SECRETARY. The Assistant Secretary, or, if there be more than
one, the Assistant Secretaries, in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may from time to
time be prescribed by the Board of Directors.


     (G) TREASURER/CHIEF FINANCIAL OFFICER. The Treasurer shall be the Chief
Financial Officer and shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys


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and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors, at its regular meetings or when the
Board of Directors so requests, an account of all transactions as Treasurer and
of the financial condition of the Corporation. The Treasurer shall perform such
other duties as may from time to time be prescribed by the Board of Directors.


     (H) ASSISTANT TREASURER. The Assistant Treasurer or Assistant Treasurers,
in the order determined by the Board of Directors (or if there be no such
determination, then in the order of their election), shall, in the absence of
the Treasurer or in the event of the Treasurer's inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as may from time to time be
prescribed by the Board of Directors.


     (I) OTHER OFFICERS. Any officer who is elected or appointed from time to
time by the Board of Directors and whose duties are not specified in these
By-laws shall perform such duties and have such powers as may be prescribed from
time to time by the Board of Directors.


                                   ARTICLE IV


                      RESIGNATIONS, REMOVALS, AND VACANCIES


         SECTION 4.1       RESIGNATIONS.


     Any director or officer of the Corporation, or any member of any committee,
may resign at any time by giving written notice to the Board of Directors, the
President, or the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein or, if the time not be specified therein,
then upon receipt thereof. The acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 4.2       REMOVALS.


     The Board of Directors, by a vote of not less than a majority of the entire
Board, at any meeting thereof, or by written consent, at any time, may, to the
extent permitted by law, remove with or without cause from office or terminate
the employment of any officer or member of any committee and may, with or
without cause, disband any committee. Any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the shares entitled at the time to vote at an election of directors.


         SECTION 4.3       VACANCIES.


     Any vacancy in the office of any director or officers through death,
resignation, removal, disqualification, or other cause, and any additional
directorship resulting from an increase in the number of directors, may be
filled at any time by a majority of the directors then in office (even though
less than a quorum remains) or, in the case of any vacancy in the office of any
director, by the stockholders who are at the time entitled to vote at an
election of directors, and, subject to the provisions of this Article IV, the
person so chosen shall hold office until his or her successor shall have been
elected and qualified; or, if the person so chosen is a director elected to fill
a vacancy, he or she shall (subject to the provision of this Article IV) hold
office for the unexpired term of his or her predecessor.


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                                    ARTICLE V


                        CERTIFICATES REPRESENTING SHARES


         SECTION 5.1       STOCK CERTIFICATES.


     The certificates for shares of the capital stock of the Corporation shall
be in such form as shall be prescribed by law and approved, from time to time,
by the Board of Directors. The certificates shall be signed by or in the name of
the Corporation by the Chairman of the Board of Directors or the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation. Where a certificate is
countersigned by a transfer agent, other than the Corporation or an employee of
the Corporation, or by a registrar, the signatures of the Chairman of the Board,
the President or a Vice President and the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, the certificate may be issued by
the Corporation with the same effect as if such officer, transfer agent or
registrar were such officer, transfer agent or registrar at the date of its
issue.


         SECTION 5.2       TRANSFER OF SHARES.


     Shares of the capital stock of the Corporation may be transferred on the
books of the Corporation only by the holder of such shares or by his, her or its
duly authorized attorney, upon the surrender to the Corporation or its transfer
agent of the certificate representing such stock, properly endorsed.


         SECTION 5.3       FIXING 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, in advance, a record date, which, unless
otherwise provided by law, shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. The corporation shall be entitled to treat the holder of record of any
shares of stock as the holder in fact thereof and accordingly shall not be bound
to recognize any equitable or other claim 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.


         SECTION 5.4       LOST CERTIFICATES.


     The Board of Directors or any transfer agent of the Corporation may direct
a new certificate or certificates representing stock of the Corporation 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 the fact by the person claiming the certificate to be lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by resolution of 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,
her or its legal representative, to give the Corporation a bond in such sum as
the Board of Directors (or any transfer agent so authorized) shall direct to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed or the issuance of such new certificates, and such requirement may
be general or confined to specific instances.

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         SECTION 5.5       REGULATIONS.


     The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.

                                   ARTICLE VI


          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS


         SECTION 6.1       THIRD PARTY ACTIONS.


     The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative,
including all appeals (other than an action, suit or proceeding by or in the
right of the Corporation) by reason of the fact that he or she is or was a
director or officer of the Corporation (and the Corporation, in the discretion
of the Board of Directors, may so indemnify a person by reason of the fact that
he or she is or was an employee or agent of the Corporation or is or was serving
at the request of the Corporation in any other capacity for or on behalf of the
Corporation), against expenses (including attorneys' fees), judgments, decrees,
fines, penalties, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful; PROVIDED, HOWEVER, the Corporation shall be
required to indemnify an officer or director in connection with an action, suit
or proceeding initiated by such person only if such action, suit or proceeding
was authorized by the Board of Directors. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith or in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.


         SECTION 6.2       ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.


     The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit, including all appeals, by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director
or officer of the Corporation (and the Corporation, in the discretion of the
Board of Directors, may so indemnify a person by reason of the fact that he or
she is or was an employee or agent of the Corporation or is or was serving at
the request of the Corporation in any other capacity for or on behalf of the
Corporation), against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been finally adjudged
to be liable for gross negligence or willful misconduct in the performance of
his or her duty to the Corporation unless and only to the extent that the court
in which such action or suit was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of


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liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as such court
shall deem proper. Notwithstanding the foregoing, the Corporation shall be
required to indemnify an officer or director in connection with an action, suit
or proceeding initiated by such person only if such action, suit or proceeding
was authorized by the Board of Directors.


         SECTION 6.3       INDEMNITY IF SUCCESSFUL.


     To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 or 6.2 of this Article,
or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.


         SECTION 6.4       STANDARD OF CONDUCT.


     Except in a situation governed by Section 6.3 of this Article, any
indemnification under Sections 6.1 or 6.2 of this Article (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in Sections 6.1 or 6.2, as applicable, of this
Article. Such determination shall be made (i) by a majority vote of directors
acting at a meeting at which a quorum consisting of directors who were not
parties to such action, suit or proceeding is present, or (ii) by independent
legal counsel in a written opinion if such a quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs, or (iii) by the
stockholders. The determination required by clauses (i) and (ii) of this Section
6.4 may in either event be made by written consent of the majority required by
each clause.


         SECTION 6.5       EXPENSES.


     Expenses (including attorneys' fees) of each officer and director hereunder
indemnified actually and reasonably incurred in defending any civil, criminal,
administrative or investigative action, suit or proceeding or threat thereof
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the Corporation as authorized in this
Article. Such expenses (including attorneys' fees) incurred by employees and
agents may be so paid upon the receipt of the aforesaid undertaking and such
terms and conditions, if any, as the Board of Directors deems appropriate.


         SECTION 6.6       NONEXCLUSIVITY.


     The indemnification and advancement of expenses provided by, or granted
pursuant to, other Sections of this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may now or hereafter be entitled under any law, by law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.



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         SECTION 6.7       INSURANCE.


     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of Nevada law.


         SECTION 6.8       DEFINITIONS.


     For purposes of this Article, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had the power
and authority to indemnify any or all of its directors, officers, employees and
agents, so that any person who was a director, officer, employee or agent of
such constituent corporation, or was serving at the request of such constituent
corporation in any other capacity, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as such person would have had with respect to such constituent
corporation if its separate existence had continued as such corporation was
constituted immediately prior to such merger.


     For purposes of this Article, references to "other capacities" shall
include serving as a trustee or agent for any employee benefit plan; references
to "fines" shall include any excise taxes assessed on a person with respect to
an employee benefit plan; and references to "serving at the request of the
Corporation" shall include any service as a director, officer, employee or agent
of the Corporation which imposes duties on, or involves services by such
director, officer, employee or agent with respect to an employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.


         SECTION 6.9       SURVIVAL OF INDEMNIFICATION OBLIGATION.


     The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.


         SECTION 6.10      SEVERABILITY.


     If any provision hereof is invalid or unenforceable in any jurisdiction,
the other provisions hereof shall remain in full force and effect in such
jurisdiction, and the remaining provisions hereof shall be liberally construed
to effectuate the provisions hereof, and the invalidity of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.


         SECTION 6.11      AMENDMENT.


     The right to indemnification conferred by this Article shall be deemed to
be a contract between the Corporation and each person referred to therein until
amended or repealed, but no amendment to or repeal of these provisions shall
apply to or have any effect on the right to indemnification of any person with


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respect to any liability or alleged liability of such person for or with respect
to any act or omission of such person occurring prior to such amendment or
repeal.

                                   ARTICLE VII


                                  MISCELLANEOUS


         SECTION 7.1       CORPORATE SEAL.


     The corporate seal shall have inscribed thereon the name of the Corporation
and shall be in such form as may be approved from time to time by the Board of
Directors.


         SECTION 7.2       FISCAL YEAR.


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


         SECTION 7.3       NOTICES AND WAIVERS THEREOF.


     Whenever any notice is required by law, the Articles of Incorporation, or
these By-Laws to be given to any stockholder, director, or officer, such notice,
except as otherwise provided by law, may be given personally, or by mail, or, in
the case of directors or officers, by telegram, cable, or facsimile (provided
confirmation of the facsimile is received), addressed to such address as appears
on the books of the Corporation. Any notice given by telegram, cable, or
facsimile shall be deemed to have been given when it shall have been delivered
for transmission and any notice given by mail shall be deemed to have been given
when it shall have been deposited in the United States mail with postage thereon
prepaid. Whenever any notice is required to be given by law, the Articles of
Incorporation, or these By-Laws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.


         SECTION 7.4       STOCK OF OTHER CORPORATIONS OR OTHER INTERESTS.


     Unless otherwise ordered by the Board of Directors, the President, the
Secretary, and such attorneys or agents of the Corporation as may be from time
to time authorized by the Board of Directors or the President, shall have full
power and authority on behalf of this Corporation to attend and to act and vote
in person or by proxy at any meeting of the holders of securities of any
corporation or other entity in which this Corporation may own or hold shares or
other securities, and at such meetings shall possess and may exercise all the
rights and powers incident to the ownership of such shares or other securities
which this Corporation, as the owner or holder thereof, might have possessed and
exercised if present. The President, the Secretary, or such attorneys or agents,
may also execute and deliver on behalf of the Corporation power of attorney,
proxies, consents, waivers, and other instruments relating to the shares or
securities owned or held by this Corporation.


                                   ARTICLE VII


                                   AMENDMENTS


     The holder of shares entitled at the time to vote for the election of
directors shall have the power to adopt, amend, or repeal the By-Laws of the
Corporation by a vote of not less than a majority of such shares, and except as
otherwise provided by law, the Board of Directors shall have the power equal in


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all respects to that of the stockholders to adopt, amend, or repeal the By-Laws
by a vote of not less than a majority of the entire Board. However, any By-Law
adopted by the Board of Directors may be amended or repealed by a vote of the
holders of a majority of the shares entitled at the time to vote for the
election of directors.


                            CERTIFICATE OF SECRETARY



         I, the undersigned, do hereby certify:


         1. That I am the duly elected and acting Secretary of International
Industries, Incorporated, a Nevada corporation; and


         2. That the foregoing Bylaws, constitute the Bylaws of said corporation
as duly adopted by action of the shareholders of the Corporation taken on April
7, 2003.


         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation as of this ____ day of ________, 2003.





                                   By:
                                            ----------------------------
                                   Name:
                                   Title:   Secretary





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