Exhibit 3.2




RESTATED
BYLAWS
  OF
  WILHELMINA
INTERNATIONAL, INC.
  (A
DELAWARE CORPORATION)
  ____________________________
  ARTICLE
I.
  OFFICES
  1.1           The
registered office shall be in the City of Wilmington, County of New Castle,
State of Delaware.
  1.2           The
Corporation may also have offices at such other places both within and without
the State of Delaware as the board of directors may from time to time determine
or the business of the Corporation may require.
  ARTICLE
II.
  STOCKHOLDER
MEETINGS
  2.1           The
annual meeting shall be held on the date and at the time fixed, from time to
time, by the directors, provided that the first annual meeting shall be held on
a date within thirteen months after the organization of the Corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting.  A special meeting
shall be held on the date and at the time fixed by the directors.
  2.2           All
meetings of the stockholders for the election of directors shall be held at such
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the
meeting.  Meetings of stockholders for any other purpose may be held
at such time and place, within or without the State of Delaware, as shall be
stated in the notice of the meetings or in a duly executed waiver of notice
thereof.
  2.3           Annual
meetings may be called by the directors or by any officer instructed by the
directors to call the meeting.  Special meetings may be called only as
provided by Section 10.1 of Article X of these Bylaws.
  2.4           Written
notice of all meetings shall be given, stating the place, date and hour of the
meeting and stating the place within the city or other municipality or community
at which the list of stockholders of the Corporation may be
examined.  The notice of an annual meeting shall state that the
meeting is called for the election of directors and for the transaction of other
business that may properly come before the meeting and shall, if any other
action which could be taken at a special meeting is to be taken at such annual
meeting, state the purpose or purposes.  The notice of a special
meeting shall in all instances state the purpose or purposes for which the
meeting is called.  The notice of any meeting shall also include, or
be accompanied by, any additional statements, information or documents
prescribed by the Delaware General Corporation Law.  Except as
otherwise provided by the Delaware General Corporation Law, a copy of the notice
of any meeting shall be given, personally or by mail, not less than ten days nor
more than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address that he may have
furnished by request in writing to the Secretary of the
Corporation.  Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States
mail.  If a meeting is adjourned to another time, not more than thirty
days hence, and/or to another place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the directors, after adjournment, fix a
new record date for the adjourned meeting.  Notice need not be given
to any stockholder who submits a written waiver signed by him or her before or
after the time stated therein.  Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of
notice.
  
  2.5           Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
  2.6           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, 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 or other municipality or community 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.  The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote at any meeting of
stockholders.
  2.7           Meetings
of the stockholders shall be presided over by one of the following officers in
the order of seniority and if present and acting: the Chairperson of the Board,
if any, the Vice-Chairperson of the Board, if any, the Chief Executive Officer,
the President, a Vice President, or, if none of the foregoing is in office and
present and acting, by a chairperson to be chosen by the
stockholders.  The Secretary of the Corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present, the chairperson of the meeting
shall appoint a secretary of the meeting.
  2.8           Every
stockholder may authorize another person or persons to act for him by proxy in
all matters in which a stockholder is entitled to participate, whether by
waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting.  Every proxy must be
signed by the stockholder or by his attorney-in-fact.  No proxy shall
be voted or acted upon after three years from its date unless such proxy
provides for a longer period.  A duly executed proxy shall be
irrevocable if it means that it is irrevocable and, if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable
power.  A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.
  2
  2.9           The
directors, in advance of any meeting, may, but need not, appoint one or more
inspectors of election to act at the meeting or any adjournment
thereof.  If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more
inspectors.  In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat.  Each inspector, if any, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to the best of
his ability.  The inspectors, if any, shall determine the number of
shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting, the inspector or inspectors,
if any, shall make a report in writing of any challenge, question or matter
determined by him, her or them and execute a certificate of any fact so
found.
  2.10           The
holders of a Majority of the outstanding shares of stock entitled to vote at the
meeting, present in person or represented by proxy, shall constitute a quorum at
a meeting of stockholders for the transaction of any business.  The
stockholders present may adjourn the meeting despite the absence of a
quorum.
  2.11           When
a quorum is present at any meeting, the vote of the holders of a majority of the
stock 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 the statutes or of the Certificate of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
  ARTICLE
III.
  DIRECTORS
  3.1           The
business of the Corporation shall be managed by its board of directors, which
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the
stockholders.  The use of the phrase “whole board of directors” herein
refers to the total number of directors that the Corporation would have if there
were no vacancies.
  3
  3.2           A
director need not be a stockholder, a citizen of the United States or a resident
of the State of Delaware.  Except as otherwise fixed by or pursuant to
the provisions of Article IV of the Certificate of Incorporation relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors under specified circumstances, the number of the directors of the
Corporation shall be fixed from time to time by the board of directors, but
shall not be less than three.
  Directors
shall be elected at each annual meeting of stockholders of the Corporation and
each director shall hold office until the annual meeting of stockholders next
succeeding said director’s election, and until said director’s successor is
elected and qualified, or until the earlier of said director’s death,
resignation or removal.  Advance notice of stockholder nominations for
the election of directors shall be given in the manner provided in Section 3.16
of this Article III of these Bylaws.
  3.3           Except
as otherwise provided for or fixed by or pursuant to the provisions of Article
IV of the Certificate of Incorporation relating to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect directors under specified circumstances,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the board of directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the board of directors. Any director elected in
accordance with the preceding sentence shall hold office until the next annual
meeting of the stockholders of the Corporation and until such director’s
successor shall have been duly elected and qualified.  No decrease in
the number of directors constituting the board of directors shall shorten the
term of any incumbent director.  Subject to the rights of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances, any director
may be removed from office, with or without cause, only by the affirmative vote
of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of all the shares of the Corporation entitled to vote generally in
the election of directors, voting together as a single class.
  3.4           The
board of directors shall choose from among the directors a Chairperson of the
Board and a Vice-Chairperson of the Board.  Unless otherwise provided
in the resolution choosing him or her, the Chairperson of the Board and the
Vice-Chairperson of the Board shall be chosen for a term that shall continue
until the meeting of the board of directors following the next annual meeting of
stockholders and until his or her successor shall have been chosen and
qualified.
  THE
CHAIRPERSON OF THE BOARD
  3.5           The
Chairperson of the Board shall preside at all meetings of stockholders and
directors.
  4
  THE
VICE-CHAIRPERSON OF THE BOARD
  3.6           The
Vice-Chairperson of the Board shall preside at meetings of stockholders and
directors if the Chairperson of the Board is absent or unable to serve as
chairperson at any such meeting.
  MEETINGS
OF DIRECTORS
  3.7           Meetings
shall be held at such time as the board of directors shall fix, except that the
first meeting of a newly elected board of directors shall be held as soon after
its election as the directors may conveniently assemble.
  3.8           Meetings
shall be held at such place within or without the State of Delaware as shall be
fixed by the board of directors.
  3.9           No
call shall be required for regular meetings for which the time and place have
been fixed.  Special meetings may be called by or at the direction of
the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if any,
of the President, or of the Secretary on the written request of any two
directors.
  3.10           Notice
of special meetings stating the place, date and hour of the meeting shall be
given to each director either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone or telegraph upon not less than
twenty-four (24) hours’ notice before the date of the meeting, or on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances.
  No notice
shall be required for regular meetings for which the time and place have been
fixed.  Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.  Attendance of any such
person at a meeting shall constitute a waiver of notice of such meeting, except
when he attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the directors need be
specified in any notice or written waiver of notice.
  3.11           A
majority of the whole board of directors shall constitute a quorum except when a
vacancy or vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided that such majority shall
constitute at least one third of the whole board of directors.  A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place.  Except as otherwise
specifically provided herein or in the Certificate of Incorporation, and except
as otherwise provided by the Delaware General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors.  The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the Delaware General Corporation Law or these Bylaws which govern
a meeting of directors held to fill vacancies and newly created directorships in
the board of directors or action of disinterested directors.
  5
  Any
member or members of the board of directors, or of any committee designated by
the board of directors, may participate in a meeting of the board of directors,
or any such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
  3.12           The
Chairperson of the Board, if any and if present and acting, shall preside at all
meetings.  Otherwise, the Vice-Chairperson of the Board, if any and if
present and acting, or the President, if present and acting, or any other
director chosen by the board of directors, shall preside.
  COMMITTEES
  3.13           Any
action required or permitted to be taken at any meeting of the board of
directors or 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, and
the writing or writings are filed with the minutes of proceedings of the board
or committee.
  3.14           The
board of directors may, by resolution passed by a majority of the whole board of
directors, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation.  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.  In the absence or disqualification of any member of any
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he, she or they
constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member.  Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise the powers and authority
of the board of directors in the management of the business and affairs of the
Corporation with the exception of any authority the delegation of which is
prohibited by Section 141 of the Delaware General Corporation Law, and may
authorize the seal of the Corporation to be affixed to all papers that may
require it.
  COMPENSATION
  3.15           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 and/or a stated salary or other compensation
as director.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.
  6
  NOMINATION
  3.16           Subject
to the rights of holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation, nominations for the
election of directors may be made by the board of directors or a proxy committee
appointed by the board of directors or by any stockholder entitled to vote in
the election of directors.  However, any stockholder entitled to vote
in the election of directors at a meeting may nominate a director only if
written notice of such stockholder’s intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of stockholders,
ninety days in advance of the date established by the Bylaws for the holding of
such meeting, and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given to stockholders. Each such notice shall set forth (a) the name and address
of the stockholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at each meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
person (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated or intended
to be nominated, by the board of directors; and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairperson of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
  STOCKHOLDER
PROPOSAL
  3.17           Any
stockholder entitled to vote in the election of directors and who/which meets
the requirements of the proxy rules under the Securities Exchange Act of 1934,
as amended, may submit to the directors proposals to be considered for
submission to the stockholders of the Corporation for their vote.  The
introduction of any stockholder proposal that the directors decide should be
voted on by the stockholders of the Corporation shall be made by notice in
writing delivered or mailed by first-class United States mail, postage prepaid,
to the Secretary of the Corporation, and received by the Secretary not less than
(i) with respect to any proposal to be introduced at an annual meeting of
stockholders, one hundred and twenty days in advance of the date of the
Corporation’s proxy statement released to stockholders in connection with the
previous year’s annual meeting, and (ii) with respect to any proposal to be
introduced at a special meeting of stockholders, the close of business on the
seventh day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the proposal and the text of the proposal to be
introduced; (b) the class and number of shares of stock held of record, owned
beneficially and represented by proxy by such stockholder as of the record date
for the meeting (if such date shall then have been made publicly available) and
as of the date of such notice; and (c) a representation that the stockholder
intends to appear in person or by proxy at the meeting to introduce the proposal
or proposals, specified in the notice. The Chairperson of the meeting may refuse
to acknowledge the introduction of any stockholder proposal not made in
compliance with the foregoing procedure.
  7
  ARTICLE
IV.
  NOTICES
  4.1           Whenever,
under the provisions of the statutes or of the Certificate of Incorporation or
of these Bylaws, notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such notice may be given
in writing, by mail, addressed to such director or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.
  4.2           Whenever
any notice is required to be given under the provisions of the statutes or of
the Certificate of Incorporation or of these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent
thereto.
  ARTICLE
V.
  OFFICERS
  5.1           The
officers of the Corporation shall consist of a Chief Executive Officer, a
President, a Secretary, a Treasurer, and, if deemed necessary, expedient or
desirable by the board of directors, an Executive Vice President, one or more
other Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers with such titles as the resolution of the
board of directors choosing them shall designate.  Any number of
offices may be held by the same person, as the directors may
determine.
  5.2           Unless
otherwise provided in the resolution choosing him or her, each officer shall be
chosen for a term that shall continue until the meeting of the board of
directors following the next annual meeting of stockholders and until his or her
successor shall have been chosen and qualified.
  5.3           All
officers of the Corporation shall have such authority and perform such duties in
the management and operation of the Corporation as shall be prescribed in the
resolutions of the board of directors designating and choosing such officers and
prescribing their authority and duties, and shall have such additional authority
and duties as are incident to their office except to the extent that such
resolutions may be inconsistent therewith.  The Secretary or an
Assistant Secretary of the Corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors and committees of
directors, and shall exercise such additional authority and perform such
additional duties as the board of directors shall assign to him or
her.  Any officer may be removed, with or without cause, by the board
of directors.  Any vacancy in any office may be filled by the board of
directors.
  CHIEF
EXECUTIVE OFFICER
  5.4           The
Chief Executive Officer shall be the head of the Corporation and shall have
general and active supervision of the business of the Corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect and shall be responsible to the board of directors for the execution of
such duties and powers.  The Chief Executive Officer shall, in the
absence or inability to act of the Chairperson of the Board and Vice-Chairperson
of the Board, assume and carry out all responsibilities set forth with respect
to such Chairperson of the Board and Vice-Chairperson of the Board.
  8
  THE
PRESIDENT
  5.5           The
President shall be the chief operating officer of the
Corporation.  The President shall, in the absence or inability to act
of the Chief Executive Officer, assume and carry out all responsibilities set
forth with respect to such Chief Executive Officer.
  5.6           The
Chief Executive Officer or the President shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the
Corporation.
  THE VICE
PRESIDENTS
  5.7           Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents and Assistant Vice
Presidents shall have duties and powers as the board of directors may
designate.
  THE
SECRETARY AND ASSISTANT SECRETARIES
  5.8           The
Secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
Corporation and of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required.  The Secretary shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or President, under whose supervision the Secretary shall
be.  The Secretary shall have custody of the corporate seal of the
Corporation and the Secretary, or an Assistant Secretary, shall have authority
to affix the same to any instrument requiring it, and when so affixed, it may be
attested by his or her signature or by the signature of such
assistant.  The board of directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his or her signature.
  5.9           The
Assistant Secretary, or if there be more than one, the Assistant Secretaries in
the order determined by the board of directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
  THE
TREASURER AND ASSISTANT TREASURER
  5.10           The
Treasurer shall have the custody of the corporate funds and securities and shall
deposit all monies 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.
  9
  5.11           The
Treasurer shall have the authority to invest the normal funds of the Corporation
in the purchase and acquisition of investments and to sell and otherwise dispose
of these investments upon such terms as the Treasurer may deem desirable and
advantageous, and shall, upon request, render to the President and the directors
an accounting of all such normal investment transactions.
  5.12           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 requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
  5.13           If
required by the board of directors, the Treasurer shall give the Corporation a
bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of his or her office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
Corporation.
  5.14           The
Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the board of directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
  5.15           The
controller shall keep the Corporation’s accounting records and shall prepare
accounting reports of the operating results as required by the board of
directors and governmental authorities.  The controller shall
establish systems of internal control and accounting procedures for the
protection of the Corporation’s assets and funds.
  ARTICLE
VI.
  CERTIFICATES
OF STOCK
  6.1           Every
holder of stock in the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation by, the Chief Executive Officer, or
the President or a Vice President, and by the Secretary or an Assistant
Secretary, or by the Treasurer or an Assistant Treasurer of the Corporation,
certifying the number of shares owned by him in the Corporation.  All
certificates shall also be signed by a transfer agent and by a
registrar.
  6.2           All
signatures that appear on the certificate may be facsimile including, without
limitation, signatures of officers of the Corporation or the signatures of the
stock transfer agent or registrar.  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, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.
  10
  6.3           If
the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the 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
and/or rights shall be set forth in full or summarized on the face or back of
the certificate which the Corporation shall issue to represent such class or
series of stock; provided, however, that except as otherwise provided in Section
202 of the Delaware General Corporation Law, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which 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 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 and/or
rights.
  LOST
CERTIFICATES
  6.4           The
board of directors may direct a new certificate or certificates 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, 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 it shall require and/or 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.
  TRANSFERS
OF STOCK
  6.5           Transfers
of stock shall be made on the books of the Corporation only by direction of the
person named in the certificate or such person’s attorney, lawfully constituted
in writing, and only upon the surrender of the certificate therefor and a
written assignment of the shares evidenced thereby, which certificate shall be
cancelled before the new certificate is issued.
  FIXING
RECORD DATE
  6.6           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 record date shall not
precede the date upon which the resolution fixing the record date is adopted and
shall not be less than ten days, nor more than sixty days prior to the date of
the meeting or any other action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be the close of business on
the day on which the board of directors adopts the resolution relating
thereto.  A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.  In order that the Corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the board of directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the board of directors.  If no record date has been fixed by the
board of directors, the record date for determining the stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is required by the Delaware General Corporation Law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in the State of Delaware, 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. Delivery made to the
Corporation’s registered office shall be by hand or by certified or registered
mail, return receipt requested.  If no record date has been fixed by
the board of directors and prior action by the board of directors is required by
the Delaware General Corporation Law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the board of
directors adopts the resolution taking such prior action.
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  REGISTERED
STOCKHOLDERS
  6.7           The
Corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Delaware.
  MEANING
OF CERTAIN TERMS
  6.8           As
used herein in respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent or dissent in
writing in lieu of a meeting, as the case may be, the term “share” or “shares”
or “share of stock” or “shares of stock” or “stockholder” or “stockholders”
refers to an outstanding share or shares of stock and to a holder or holders of
record of outstanding shares of stock when the Corporation is authorized to
issue only one class of shares of stock, and said reference is also intended to
include any outstanding share or shares of stock and any holder or holders of
record of outstanding shares of stock of any class upon which or upon whom the
Certificate of Incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the Delaware
General Corporation Law confers such rights, notwithstanding that the
Certificate of Incorporation may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock of any class
or series which is otherwise denied voting rights under the provisions of the
Certificate of Incorporation, except as any provision of law may otherwise
require.
  12
  ARTICLE
VII.
  GENERAL
PROVISIONS
  DIVIDENDS
  7.1           Dividends
upon the capital stock of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law.  Dividends may be
paid in cash, in property or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.
  7.2           Before
payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was
created.
  ANNUAL
STATEMENT
  7.3           The
board of directors shall present at each annual meeting and at any special
meeting of the stockholders when called for by vote of the stockholders a full
and clear statement of the business and condition of the
Corporation.
  CHECKS
  7.4           All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the board of directors
may from time to time designate.
  CORPORATE
SEAL
  7.5           The
corporate seal shall be in such form as the board of directors shall
prescribe.
  FISCAL
YEAR
  7.6           The
fiscal year of the Corporation shall end on September 30.
  ARTICLE
VIII.
  INDEMNIFICATION
OF OFFICERS AND DIRECTORS
  8.1           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 (other than
an action by or in the right of the Corporation) by reason of the fact that such
person 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 expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person 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 such person’s conduct was
unlawful. 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
and in a manner that such person 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 such person’s conduct was
unlawful.
  13
  8.2           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 by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person 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 expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
  8.3           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 8.1 and 8.2 of this Article VIII, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by
such person in connection therewith.  For purposes of determining the
reasonableness of any such expenses, a certification to such effect by any
member of the Bar of the State of Delaware, which member of the Bar may have
acted as counsel to any such director, officer or employee, shall be binding
upon the Corporation unless the Corporation establishes that the certification
was made in bad faith.
  8.4           Any
indemnification under Sections 8.1 and 8.2 of this Article VIII (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 any such person has met
the applicable standard of conduct set forth in Sections 8.1 and 8.2 of this
Article VIII.  Such determination shall be made (1) by the board of
directors, by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
  14
  8.5           Expenses
(including attorneys’ fees) incurred by an officer, director, employee or agent
of the Corporation in defending any civil, criminal, administrative or
investigative action, suit or proceeding, 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 director, officer, employee or agent
to repay such amount if it shall ultimately be determined that any such person
is not entitled to be indemnified by the Corporation as authorized by this
Article VIII.
  8.6           The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other sections of this Article VIII shall not be deemed exclusive of any
other rights to which any person seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person’s
official capacity and as to action in another capacity while holding such
office.
  8.7           The
Corporation may but shall not be required to 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 such
person and incurred by such person in any capacity, or arising out of such
person’s status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under this Article
VIII.
  8.8           For
purposes of this Article VIII, 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 power and authority to
indemnify its directors, officers and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article VIII with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.
  8.9           For
purposes of this Article VIII, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to any 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, and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest 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 VIII.
  8.10           The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
  15
  8.11           This
Article VIII shall be interpreted and construed to accord, as a matter of right,
to 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, the full measure of indemnification and
advancement of expenses permitted by Section 145 of the Delaware General
Corporation Law.
  8.12           Any
person seeking indemnification or advancement of expenses by virtue of such
person being or having been a director, officer, employee or agent of the
Corporation may seek to enforce the provisions of this Article VIII by an action
in law or equity in any court of the United States or any state or political
subdivision thereof having jurisdiction of the parties.  Without
limitation of the foregoing, it is specifically recognized that remedies
available at law may not be adequate if the effect thereof is to impose delay on
the immediate realization by any such person of the rights conferred by this
Article VIII.  Any costs incurred by any person in enforcing the
provisions of this Article VIII shall be an indemnifiable expense in the same
manner and to the same extent as other indemnifiable expenses under this Article
VIII.
  8.13           No
amendment, modification or repeal of this Article VIII shall have the effect of
or be construed to limit or adversely affect any claim to indemnification or
advancement of expenses made by any person who is or was a director, officer,
employee or agent of the Corporation with respect to any statement of facts that
existed prior to the date of such amendment, modification or
repeal.  Accordingly, any amendment, modification or repeal of this
Article VIII shall be deemed to have prospective application only and shall not
be applied retroactively.
  ARTICLE
IX.
  BYLAW
AMENDMENTS
  9.1           Subject
to the provisions of the Certificate of Incorporation, these Bylaws may be
altered, amended or repealed at any regular meeting of the stockholders (or at
any special meeting thereof duly called for that purpose) by a majority vote of
the shares represented and entitled to vote at such meeting; provided that in
the notice of such special meeting notice of such purpose shall be
given.  Subject to the laws of the State of Delaware, the Certificate
of Incorporation and these Bylaws, the board of directors may by majority vote
of those present at any meeting at which a quorum is present amend these Bylaws,
or enact such other Bylaws as in their judgment may be advisable for the
regulation of the conduct of the affairs of the Corporation, except that
Sections 3.1, 3.2, 3.3 and 3.13 of Article III and Articles IX and X of the
Bylaws may be amended only by the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all the shares
of the Corporation entitled to vote generally in the election of directors,
voting together as a single class.
  16
  ARTICLE
X.
  STOCKHOLDER
ACTION
  10.1           Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of such holders and
may not be effected by any consent in writing by such holders, except that an
amendment to the Certificate of Incorporation of the Corporation in order to
change the name of the Corporation may be approved without a meeting, by consent
in writing of the holders of the outstanding stock of the Corporation having not
less than the minimum number of votes that would be necessary to approve such
amendment at a meeting at which all shares entitled to vote thereon were present
and voted pursuant to the provisions of Section 228 of the Delaware General
Corporation Law. Except as otherwise required by law and subject to the rights
of the holders of any class or series of stock having a preferences over the
Common Stock as to dividends or upon liquidation, special meetings of
stockholders of the Corporation may be called only by the board of directors
pursuant to a resolution approved by a majority of the entire board of
directors.
  I HEREBY
CERTIFY that the foregoing is a full, true and correct copy of the Bylaws of
Wilhelmina International, Inc., a Delaware corporation, as in effect on the date
hereof.
  WITNESS
my hand and seal of the Corporation.
  Dated: April
      15, 2009
                /s/
      Evan StoneSECRETARY
      ofWILHELMINA
      INTERNATIONAL, INC.
  17