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Exhibit 3.2
 AMENDED & RESTATED
BYLAWS
OF
INPLAY TECHNOLOGIES, INC.
  ARTICLE I
OFFICES
 1.1.
    
    REGISTERED OFFICE. The registered office of the Corporation in the State of Nevada,
shall be in the City of Carson City, State of Nevada.
 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 may be set and stated in the notice of the meeting. At the annual meeting,
stockholders shall elect a board of directors and transact such other business as
properly may be brought before the annual meeting.(c)
    
    SPECIAL MEETINGS. Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time only by the Chairman of the Board, or the
Board of Directors pursuant to a resolution approved by a majority of the whole Board of
Directors, or at the request in writing of shareholders owning at least 51% of the
capital stock issued and outstanding and entitled to vote. 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 books 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 thereof 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.




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(e)
    
    QUORUM. Except as otherwise required by law, the Articles of Incorporation or
these Bylaws, the holders of not less than one-third 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 VII, Section 7.1
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.(d)
    
    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 on 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 ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote thereat, showing the address of and the
number of shares registered in the name
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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 CONSENT OF STOCKHOLDERS. A resolution in writing, signed by Stockholders,
representing a majority of those shares entitled to vote shall be deemed to be the action of
the Stockholders to the effect therein expressed with the same force and effect as if the
same had been duly passed by the same vote at a duly convened meeting, and it shall be the
duty of the Secretary of the Corporation to record such Resolution in the Minute Book of the
Corporation under its proper date.
  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.
    
    NOTICE OF AGENDA MATTERS. If a stockholder wishes to present to the Chairman of the
Board an item for consideration as an agenda item for a meeting of stockholders, he must
give timely notice to the Secretary of the Corporation and give a brief description of the
business desired to be brought before the meeting. To be timely, a stockholders notice must
be delivered to or mailed and received at the principal executive offices of the Corporation
not less than sixty days nor more than ninety days prior to the meeting; provided, however,
that if less than seventy days notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the fifteenth day following the date on which such
notice of the date of the meeting was mailed or such public disclosure was made and provided
further that any other time period necessary to comply with federal proxy solicitation rules
or other regulations, if applicable, shall be deemed to be timely.
 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.
 3.2.
    
    ELECTION OF DIRECTORS.
 (a)
    
    NUMBER, QUALIFICATION AND TERM OF OFFICE. The authorized number of directors of
the Corporation shall be fixed from time to time by the Board of Directors, but shall not
be less than one nor more than nine. The exact number of directors shall be determined
from time to time by a resolution duly adopted by a majority of the whole Board of
Directors. Until changed by resolution of the Board of Directors, the Board shall be set
at seven members. The usual term for a Director is three years. However, the Board of
Directors initially shall be divided into three groups of as equal number as possible,
and each group shall serve one, two and three year terms, respectively. If the current
members of the Board of Directors cannot agree on which Directors shall serve which
terms, then the matter will be decided by a vote of the stockholders at the annual
meeting, with the Directors receiving the most votes serving the longest terms.(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.
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(c)
    
    NOMINATION OF DIRECTORS. Candidates for director of the Corporation shall be
nominated only either by:
 (i)
    
    the Chairman of the Board or the Board of Directors, or(ii)
    
    nomination at any stockholders meeting by or on behalf of any stockholder entitled to
vote thereat.
 (d)
    
    VACANCIES. Vacancies and new directorships resulting from an increase in the
authorized number of directors may be filled by a person elected by a majority of the
directors then in office, though less than a quorum, or by the sole remaining director.
Directors so chosen shall hold office until their successors are duly elected at the
annual meeting and qualified. If no directors are in office, an election may be held as
provided by statute.
 3.3.
    
    MEETINGS OF THE BOARD OF DIRECTORS.
 (a)
    
    REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held without
call, and without any requirement of notice, at the following times:
 (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. Special meetings of the Board of Directors may be called by the
Chairman of the Board, or the Board of Directors pursuant to a resolution approved by a
majority of the whole Board of 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 or fax at such directors business or residence 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 or fax shall be
sent, and notice given personally or by messenger shall be delivered, at least 24 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.(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 provided 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.
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(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 is 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.(h)
    
    ACTIONS REQUIRING SUPERMAJORITY VOTE. The Board of Directors may take the
following acts only upon an affirmative vote of at least two-thirds of the Directors
present at any meeting of the Board of Directors at which a quorum be present: (i) a sale
of all or most of the assets of the Corporation; (ii) merger of the Corporation with
another entity; (iii) borrowing of funds in excess of $100,000; (iv) terminating officers
of the Corporation without cause; (v) dissolution of the Corporation; or (vii) sale of
all the Corporations issued and outstanding capital stock.(i)
    
    ACTIONS REQUIRING A UNANIMOUS VOTE. The Board of Directors may take the following
acts only upon a unanimous vote at a meeting of the Board of Directors or by Unanimous
Consent of Directors: (i) changing the nature of Companys business or expanding or
reducing the scope of Companys operations; (ii) amending the Certificate of
Incorporation or Bylaws of Company; (iii) creation of debt or debt obligations exceeding
a two to one ratio of debt to equity; and (iv) dividends or other distributions absent
cumulative, positive retained earnings.
 3.5.
    
    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.
 3.6.
    
    COMPENSATION OF DIRECTORS. 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 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.
 3.7.
    
    COMMITTEES OF THE BOARD.
 (a)
    
    COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the
Board of Directors, designate one or more committees of the Board of Directors, each
committee to consist of one or more directors. Each such committee, to the extent
permitted by law, the Articles of Incorporation and these Bylaws, shall have and may
exercise such of the powers of the Board of Directors in the management and affairs of
the Corporation as may be prescribed by the resolutions creating such committee. Such
committee or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. The Board of Directors 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. The Board of Directors
shall have the power, at any time for any reason, to change the members of any such
committee, to fill vacancies, and to discontinue any such committee.(b)
    
    MINUTES OF MEETINGS. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.(c)
    
    AUDIT COMMITTEE. The Board of Directors may appoint an Audit Committee consisting
of at least two directors, none of whom shall be employees of the Corporation. The Audit
Committee shall review the financial affairs and procedures of the Corporation from time
to time with management and meet with the auditors of the Corporation to review the
financial statements and procedures.
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(d)
    
    EXECUTIVE COMMITTEE. There may be an executive committee consisting of at least
one member of the Board of Directors elected by the whole Board. Members of the executive
committee shall serve at the pleasure of the Board of Directors and each member of the
executive committee may be removed with or without cause at any time by the Board of
Directors. Vacancies shall be filled by the Board of Directors. The executive committee
may exercise the powers of the Board of Directors and the management of the business and
affairs of the corporation, but shall not possess any authority prohibited to it by law.
 3.8.
    
    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 or their votes are counted for such purpose if (i) the material facts as
to his or their relationship or interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and noted in the minutes and the
Board of Directors or committee 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 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. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.
 ARTICLE IV
OFFICERS
 4.1.
    
    OFFICERS.
 (a)
    
    NUMBER. The officers of the Corporation shall be chosen by the Board of Directors
and may include a Chairman of the Board of Directors (who must be a director as chosen by
the Board of Directors) and may include a Chief Executive Officer, President, Chief
Operating Officer, Vice President, Secretary and a Treasurer. 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 required by law, the Certificate 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. 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 Chairman of the Board of Directors, if there be
a Chairman, shall preside at all meetings of the stockholders and the Board of Directors and
shall have such other power and authority as may from time to time be assigned by the Board
of Directors.
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4.3.
    
    CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the top executive officer
of the Corporation, and in the absence of the Chairman of the Board, shall preside at all
meetings of the stockholders and the Board of Directors (if a Chairman of the Board has not
been elected), and shall see that all orders and resolutions of the Board of Directors are
carried into effect. Subject to the provisions of these Bylaws and to the direction of the
Board of Directors, the Chief Executive Officer shall have the general and active management
of the business of the Corporation, may execute all contracts and any mortgages, conveyances
or other legal instruments in the name of and on behalf of the Corporation, but this
provision shall not prohibit the delegation of such powers by the Board of Directors to some
other officer, agent or attorney-in-fact of the Corporation.
 4.4.
    
    CHIEF OPERATING OFFICER. The Chief Operating Officer shall report directly to the Chief
Executive Officer, and shall be in charge of certain operations of the Corporation, as may
be assigned by the Chief Executive Officer from time to time.
 4.5.
    
    PRESIDENT. The President shall be the second highest executive officer of the
Corporation, and shall carry out the duties of the Chief Executive Officer in the event that
the Chief Executive Officer is absent or unable to carry out such duties. The President
shall be responsible for such other duties as the Chief Executive Officer may assign from
time to time.
 4.6.
    
    VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in
order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President
designated by the Board of Directors, shall perform all the duties of the President, and
when so acting shall have all the powers of, and be subject to all the restrictions upon,
the President. The Vice Presidents shall have such other powers and perform such other
duties as from time to time may be prescribed for them, respectively, by the Board of
Directors or these Bylaws.
 4.7.
    
    SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record or cause to be recorded,
in books provided for the purpose, minutes of the meetings of the stockholders, the Board of
Directors and all committees of the Board of Directors; see that all notices are duly given
in accordance with the provisions of these Bylaws as required by law; be custodian of all
corporate records (other than financial) and of the seal of the Corporation, and have
authority to affix the seal to all documents requiring it and attest to the same; give, or
cause to be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors; and, in general, shall perform all duties incident to the office of
Secretary and such other duties as may, from time to time, be assigned to him by the Board
of Directors or by the President. At the request of the Secretary, or in the Secretarys
absence or disability, any Assistant Secretary shall perform any of the duties of the
Secretary and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Secretary.
 4.8.
    
    TREASURER AND ASSISTANT TREASURERS. The Treasurer shall keep or cause to be kept the
books of account of the Corporation and shall render statements of the financial affairs of
the Corporation in such form and as often as required by the Board of Directors or the
President. The Treasurer, subject to the order of the Board of Directors, shall have custody
of all funds and securities of the Corporation and shall deposit all moneys 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. He shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.
The Treasurer shall perform all other duties commonly incident to his office and shall
perform such other duties and have such other powers as the Board of Directors or the
President shall designate from time to time. At the request of the Treasurer, or in the
Treasurers absence or disability, any Assistant Treasurer may perform any of the duties of
the Treasurer and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Treasurer. Except where by law the signature of the Treasurer is
required, each of the Assistant Treasurers shall possess the same power as the Treasurer to
sign all certificates, contracts, obligations and other instruments of the Corporation.
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ARTICLE V
INDEMNIFICATION 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 or she 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 Corporation Law of Nevada (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 attorneys fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee
in connection therewith and such indemnification shall continue as to an 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 Section 5 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 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).
 5.2.
    
    RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 5.1 of this Article 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 its 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 or conduct or, in the case of such a 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 the
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
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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 all of the total
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.
 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,
bylaw, 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
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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 its 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:
 (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
CERTIFICATES FOR SHARES AND THEIR TRANSFER
 6.1.
    
    CERTIFICATES FOR SHARES. The Board of Directors shall be authorized to issue any of its
classes of shares with or without certificates of stock of the Corporation. The fact that
the shares are not represented by certificates shall have no effect on the rights and
obligations of shareholders. If the shares are represented by certificates, the certificates
shall be numbered and shall be entered in the books 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 Chairman of the Board of Directors, the President or any
Vice President and (b) the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary. Any or all of the signatures on a certificate may be 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 202 of the General Corporation Law of the State
of Nevada, 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.(b)
    
    Within a reasonable time after the issuance or transfer of uncertificated 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 General
Corporation Law) 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.
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6.3.
    
    TRANSFER. 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 books. Upon receipt of proper transfer instructions from the registered
owner of uncertificated shares, such uncertificated shares shall be canceled, issuance of
new equivalent uncertificated shares or certificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books 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 uncertificated 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 uncertificated 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 and 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.
 ARTICLE VII
MISCELLANEOUS
 7.1.
    
    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
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 shall not be more than sixty nor less than ten days prior
to the date of such meeting nor more than sixty days prior to any other action. 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 on the books of the
Corporation after the record date, except as otherwise provided by agreement or by law,
the Articles of Incorporation or these Bylaws.
 7.2.
    
    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.
 7.3.
    
    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.
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7.4.
    
    CORPORATE SEAL. A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of the Corporation. If a corporate seal is used, the
same shall be at the pleasure of the officer affixing seal either (a) a circle having on the
circumference thereof the words INPLAY TECHNOLOGIES, INC. and in the center Incorporated
  1993, Nevada, or (b) a seal containing the words Corporate Seal in the center thereof.
 7.5.
    
    CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general
provisions, rules of construction and definitions in the General Corporation Law of the
State of Nevada and the Articles of Incorporation shall govern the construction of these
Bylaws.
 7.6.
    
    AMENDMENTS. These Bylaws may be altered, amended or repealed by a unanimous vote of the
Board of Directors, a Unanimous Consent of Directors, or a simple majority vote of the
stockholders.
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