**EXHIBIT 3(ii).2****AMENDED AND RESTATED BY-LAWS****OF****iCURIE, INC.****ARTICLE I: OFFICES**The office of the Corporation shall be located in the city, county and state designated in theArticles of Incorporation. The Corporation may also maintain offices at such other places withinor without the United States as the Board of Directors may, from time to time, determine. TheCorporation shall have a resident agent who resides in Nevada. The resident agent’s street addressis the registered office of the Corporation in Nevada.**ARTICLE II: MEETING OF SHAREHOLDERS****SECTION 1. Annual Meetings****:**The annual meeting of the shareholders of the Corporation shall be held each year on a date and atthe time set by the Board of Directors, for the purpose of electing directors and transacting suchother business as may properly come before the meeting. If the annual meeting has not been calledand timely held, any group of twenty-five percent (25%) or more of the shareholders may call it.**SECTION 2. Special Meetings****:**Special meetings of the shareholders may be called at any time by a majority of the Board ofDirectors or by the President, and shall be called by the President or the Secretary at the writtenrequest of the holders of twenty-five percent (25%) of the shares then outstanding and entitled tovote thereat, or as otherwise required by law.**SECTION 3. Place of Meetings****:**All meetings of shareholders shall be held at the principal office of the Corporation, or at suchother places as shall be designated in the notices or waivers of notice of such meetings.**SECTION 4. Notice of Meetings****:**(a) Except as otherwise provided by statute, written notice of each meeting of shareholders,whether annual or special, stating the time and place it is to be held, shall be served eitherpersonally or by mail, not less than ten (10) nor more than sixty (60) days before the meeting,upon each shareholder of record entitled to vote at such meeting, and to any other shareholder towhom the giving of notice may be required by law. Notice of a special meeting shall also state thepurpose or purposes for which the meeting is called, and shall indicate that it is being issued by,or at the direction of, the person or persons calling the meeting. If mailed, such notice shall
 

 
be directed to each such shareholder at his address as it appears on the records of theshareholders of the Corporation, unless he shall have previously filed with the secretary of theCorporation a written request that notices intended for him be mailed to some other address, inwhich case it shall be mailed to the address designated in such request.(b) Notice of any meeting need not be given to any person who may become a shareholder of recordafter the mailing of such notice and prior to the meeting, or to any shareholder who attends suchmeeting, in person or by proxy, unless he attends for the express purpose of objecting to thetransaction of business on the ground that the meeting was not lawfully called or convened, or toany shareholder who, in person or by proxy, submits a signed waiver of notice either before orafter such meeting. Notice of any adjourned meeting of shareholders need not be given, unlessotherwise required by statute.**SECTION 5. Quorum; Adjournment****:**(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (suchCertificate and any amendments thereof being hereinafter collectively referred to as the “Articlesof Incorporation”), at all meetings of shareholders of the Corporation, the presence at thecommencement of such meetings in person or by proxy of shareholders holding of record a majority ofthe total number of shares of the Corporation then issued and outstanding and entitled to vote,shall be necessary and sufficient to constitute a quorum for the transaction of any business. Thewithdrawal of any shareholder after the commencement of a meeting shall have no effect on theexistence of a quorum, after a quorum has been established at such meeting.(b) Despite the absence of a quorum at any annual or special meeting of shareholders, theshareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon,may adjourn the meeting. Notice of the adjourned meeting or of the business to be transactedthere, other than by announcement at the meeting at which the adjournment is taken, shall not benecessary. At any such adjourned meeting at which a quorum is present or represented, any businessmay be transacted which could have been transacted at the meeting as originally called if a quorumhad been present.**SECTION 6. Voting****:**(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporateaction, other than the election of directors, to be taken by vote of the shareholders, shall beauthorized by a majority of votes cast at a meeting of shareholders by the holders of sharesentitled to vote thereon.(b) Except as otherwise proved by statute or by the Articles of Incorporation, at each meeting ofshareholders, each holder of record of voting stock of the Corporation entitled to vote thereat,shall be entitled to one (1) vote for each share of stock registered in his name on the books ofthe Corporation.(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do soby proxy; provided, however, that the instrument authorizing such proxy to act shall have beenexecuted in writing by the shareholder himself, or by his attorney-in-fact thereunto duly
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authorized in writing. No proxy shall be valid after the expiration of eleven (11) months from thedate of its execution, unless the person executing it shall have specified therein the length oftime it is to continue in force. Such instrument shall be exhibited to the Secretary at the meetingand shall be filed with the records of the Corporation.(d) Any action by the shareholders may be taken by written consent in lieu of a meeting to theextent permitted by and in accordance with the laws of Nevada.**ARTICLE III: BOARD OF DIRECTORS****SECTION 1. Number, Election and Term of Office****:**(a) The number of directors shall not be less than five (5), no more than seven (7).(b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members ofthe Board of Directors of the Corporation, who need not be shareholders, shall be elected by aplurality of the votes cast at a meeting of shareholders, by the holders of shares, present inperson or by proxy, entitled to vote in the election.(c) Each director shall hold office until the annual meeting of the shareholders next succeedinghis election, and until his successor is elected and qualified, or until his prior death,resignation or removal.**SECTION 2. Duties and Powers****:**The Board of Directors shall be responsible for the control and management of the affairs, propertyand interests of the Corporation, and may exercise all powers of the Corporation, except as are inthe Articles of Incorporation or by statute expressly conferred upon or reserved to theshareholders.**SECTION 3. Annual and Regular Meetings; Notice****:**(a) A regular annual meeting of the Board of Directors shall be held immediately following theannual meeting of the shareholders, at the place of such annual meeting of shareholders.(b) The Board of Directors, from time to time, may provide by resolution for the holding of otherregular meetings of the Board of Directors, and may fix the time and place thereof.(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and,if given, need not specify the purpose of the meeting; provided, however, that in case the Board ofDirectors shall fix or change the time or place of any regular meeting, notice of such action shallbe given to each director who shall not have been present at the meeting at which such action wastaken within the time limited, and in the manner set forth in Paragraph (b), Section 4 of thisArticle III, with respect to special meetings, unless such notice shall be waived in the manner setforth in Paragraph (c) of such Section 4.
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**SECTION 4. Special Meetings; Notice****:**(a) Special meetings of the Board of Directors shall be held whenever called by the President or bytwo of the directors of the Corporation, at such time and place as may be specified in therespective notices or waivers of notice thereof.(b) Except as otherwise required by statute, notice of special meetings shall be mailed directly toeach director, addressed to him at his residence or usual place of business, at least five (5) daysbefore the day on which the meeting is to be held, or shall be sent to him at such place byelectronic facsimile, or shall be delivered to him personally or given to him orally, not laterthan the day before the day on which the meeting is to be held. A notice, or waiver of notice,except as required by Section 8 of this Article III, need not specify the purpose of the meeting.(c) Notice of any special meeting shall not be required to be given to any director who shallattend such meeting without protesting prior thereto or at its commencement the lack of notice tohim, or who submits a signed waiver of notice, whether before or after the meeting. Notice of anyadjourned meeting shall not be required to be given.**SECTION 5. Chairman****:**At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shallpreside. If there shall be no chairman, or he shall be absent, then the President shall preside aschairman, and in his absence, a chairman chosen by the directors shall preside.**SECTION 6. Quorum and Adjournments****:**(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shallbe necessary and sufficient to constitute a quorum for the transaction of business, except asotherwise provided by law, by the Articles of Incorporation, or by these By-laws.(b) A majority of the directors present at the time and place of any regular or special meeting,although less than a quorum, may adjourn the same from time to time without notice, until a quorumshall be present.**SECTION 7. Manner of Acting****:**(a) At all meetings of the Board of Directors, each director present shall have one (1) vote.(b) Except as otherwise proved by statute, by the Articles of Incorporation, or by these Bylaws,the action of a majority of the directors present at any meeting at which a quorum is present shallbe the act of the Board of Directors. Any action authorized in writing, by all of the directorsentitled to vote thereon and filed with the minutes of the Corporation, shall be the act of theBoard of Directors with the same force and effect as if the same had been passed by unanimous voteat a duly called meeting of the Board. Members of the Board of Directors or of any committeedesignated by such Board may participate in a meeting of such Board or
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committee by means of a conference telephone network or similar communications method by which allpersons participating in the meeting can hear each other.**SECTION 8. Vacancies****:**Any vacancy in the Board of Directors occurring by reason of an increase in the number ofdirectors, or by reason of the death, resignation, disqualification, removal (unless a vacancycreated by the removal of a director by the shareholders shall be filled by the shareholders at themeeting at which the removal was effected) or inability to act of any director, or otherwise, shallbe filled for the unexpired portion of the term by a majority vote of the remaining directors,though less than a quorum, at any regular meeting or special meeting of the Board of Directorscalled for that purpose.**SECTION 9. Resignation****:**Any director may resign at any time by giving written notice to the Board of Directors, thePresident or the Secretary of the Corporation. Unless otherwise specified in such written notice,such resignation shall take effect upon receipt thereof by the Board of Directors or