EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                       VACATION OWNERSHIP MARKETING, INC.
                 (AMENDED AND RESTATED AS OF NOVEMBER 23, 2003)


                                    ARTICLE I

                                      NAME

         SECTION 1. The name of this Corporation is VACATION OWNERSHIP
MARKETING, INC.


                                   ARTICLE II

                              SEAL AND FISCAL YEAR

         SECTION 1. Seal: The seal of this Corporation shall have inscribed on
it the name of this Corporation, the year of its organization, and the words
"Corporate Seal, State of Florida".

         SECTION 2. Fiscal Year: The fiscal year of this Corporation shall be
determined from time to time by the Board of Directors.


                                   ARTICLE III

                             SHAREHOLDERS' MEETINGS

         SECTION 1. Place of Meetings: Meetings of the Shareholders shall be
held at the principal office of the Corporation or any other place (within or
without the State of Florida) the Board of Directors or Shareholders may from
time to time select.

         SECTION 2. Annual Meeting: An annual meeting of the Shareholders shall
be held on the 2nd Friday of November of each year, if not a legal holiday, and
if a legal holiday, then on the next secular day following that is not a legal
holiday. Business transacted at the annual meeting shall include the election of
directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
shareholders meeting.

         SECTION 3. Special Meetings: Special Meetings of the Shareholders may
be called by the President, by a majority of the Board of Directors, or when
requested in writing by the holders of ten (10%) percent or more of the shares
outstanding and entitled to vote.

         SECTION 4: Notice of Meetings: Written notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is

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called, shall be delivered not less than ten (10) nor more than sixty (60) days
before the meeting, either personally or by first class mail, by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting to each shareholder of record entitled to vote at the meeting. If
mailed, the notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage prepaid.

         SECTION 5. Waiver of Notice: A Shareholder, either before or after a
Shareholders' meeting, may waive notice of the meeting; and his waiver shall be
deemed the equivalent of giving notice. Attendance at a Shareholders' meeting,
either in person or by proxy, of a person entitled to notice shall constitute
waiver of notice of the meeting unless he attends for the express purpose of
objecting to the transaction of business on the ground that the meeting was not
lawfully called or convened.

         SECTION 6. Closing of Transfer Books and Fixing Record Date and Voting
Record: For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the board of directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, the books shall be closed for at least ten (10) days immediately
preceding the meeting.

         In lieu of closing the stock transfer books, the board of directors may
fix in advance a date as the record date for any determination of shareholders,
that date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days before the date on which
the particular action requiring the determination of shareholders is to be
taken.

         If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring the dividend is adopted, as the
case may be, shall be the record date for the determination of shareholders.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, the determination shall
apply to any adjournment, unless the board of directors fixes a new record date
for the adjourned meeting.

         In the event the corporation shall at that time have more than six (6)
shareholders, the officers or agents having charge of the stock transfer books
for shares of the corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
the meeting or any adjournment with the address of and the number and class and
series, if any, of shares held by each. The list, for a period of ten (10) days
before that meeting, shall be kept on file at the registered office of the
corporation, at the principal place of business of the corporation or at the
office of the transfer agent or registrar of the corporation and any shareholder
shall be entitled to inspect the list at any time during usual


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business hours. The list also shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
at any time during the meeting.

         If the requirements of this section have not been complied with
substantially, the meeting on demand of any shareholder in person or by proxy
shall be adjourned until the requirements are met. If no such demand is made,
failure to comply with the requirements of this section shall not affect the
validity of any action taken at the meeting.

         SECTION 7. Voting of shares: Unless the Certificate of Incorporation
provides for more or less than one vote per share, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders.

         Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

         A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.

         At each election for directors every shareholder entitled to vote at
the election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.

         Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent or proxy designated by the By-Laws
of the corporate shareholder; or, in the absence of any applicable By-Law, by
whatever person the board of directors of the corporate shareholder may
designate. Proof of the designation may be made by presentation of a certified
copy of the By-Laws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote the shares.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of the shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of the shares into his name.

         Shares standing in the name of a receiver may be voted by the receiver,
and shares held by or under the control of a receiver may be voted by the
receiver without transfer into his name if authority so to do be contained in an
appropriate order of the court by which the receiver was appointed.

         A shareholder whose shares are pledged shall be entitled to vote those
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.

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         On and after the date on which written notice of redeemable shares has
been mailed to their holders and a sum sufficient to redeem the shares has been
deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to their holders upon surrender of their
certificates, those shares shall not be entitled to vote on any matter and shall
not be deemed to be outstanding shares.

         SECTION 8. Shareholder Quorum and Voting: A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders.

         When a specified item of business is required to be voted on by a class
or series of stock, a majority of the shares of that class or series shall
constitute a quorum for the transaction of that item of business by that class
or series.

         If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.

         After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment of
it.

         SECTION 9. Notice of Adjourned Meetings: When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the board of
directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at that meeting.

         SECTION 10. Order of Business: The order of business of all meetings of
the Stockholders shall be as follows:

         1. Roll Call

         2. Proof of notice of meeting or waiver of notice.

         3. Reading of minutes of preceding meeting.

         4. Reports of Officers.

         5. Reports of Committees.

         6. Election of Inspectors of Election.

         7. Election of Directors.

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         8. Unfinished Business.

         9. New Business

         SECTION 11. Action by Shareholders Without a Meeting: Any action
required by law, these By-Laws or the articles of incorporation of this
corporation to be taken at any annual or special meeting of shareholders of the
corporation, or any action that may be taken at any annual or special meeting of
such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote were present and voted. If any
class of shares is entitled to vote as a class, written consent shall be
required of the holders of a majority of the shares of each class of shares
entitled to vote as a class and of the total shares entitled to vote.

         Within ten (10) days after obtaining authorization by written consent,
notice shall be given to those shareholders who have not consented in writing.
The notice shall fairly summarize the material features of the authorized action
and, if the action be a merger, consolidation or sale or exchange of assets for
which dissenters' rights are provided under the applicable Florida Statutes, the
notice shall contain a clear statement of the right of dissenting shareholders
to be paid the fair value of their shares upon compliance with further
provisions of said statutes regarding the rights of dissenting shareholders.

         SECTION 12. Proxies: Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholder's duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.

         Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from its date
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

         The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of
incompetence or of death is received by the corporate officer responsible for
maintaining the list of shareholders.

         If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting or, if only one is present, that one may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of the shares shall be prorated.

         If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.


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                                   ARTICLE IV

                             THE BOARD OF DIRECTORS

         SECTION 1. Number, Qualifications and Term of Office: The business and
affairs of the Corporation shall be managed by a Board of Directors of not less
than one (1) nor more than five (5) members, none of whom need be a resident in
the State of Florida or hold shares in this Corporation. Each Director, except
one appointed to fill a vacancy, shall be elected to serve for the term of ONE
(1) year and until his successor shall be elected and shall qualify. The persons
receiving a majority of votes cast at the annual meeting of Stockholders shall
be elected as Directors of the Corporation if otherwise qualified.

         SECTION 2. Vacancies: Vacancies on the Board of Directors shall be
filled by a majority of the remaining members of the Board, though less than a
quorum. Such vacancies shall be filled within six (6) months. Each Director so
elected shall serve until his successor is elected by the Shareholders at the
next annual meeting or at a special meeting earlier called for that purpose. The
other members of the Board of Directors may declare vacant the office of a
Director who is convicted of a felony or who is declared incompetent by an order
of court. Vacancies by resignation shall be effective as of the date of
submission to any Director.

         SECTION 3. Compensation: Directors shall not receive a salary for their
services as Directors; but, by Resolution of the Board, a fixed sum and expenses
of attendance may be allowed for attendance at each meeting of the Board. A
Director may serve the Corporation in a capacity other than that of Director and
receive compensation for the services rendered in that other capacity.

         SECTION 4. A majority of the number of directors fixed by these By-Laws
shall constitute a quorum for the transaction of business. The act 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.


                                    ARTICLE V

                              MEETINGS OF THE BOARD

         SECTION 1. Place of Meetings: The meetings of the Board of Directors
may be held at the principal office of the Corporation or (subject to Section 2
of ARTICLE V of these By-Laws) at any place within or without the State of
Florida that a majority of the Board of Directors may from time to time by
Resolution appoint.

         SECTION 2. Annual Meeting: The Board of Directors shall meet each year
immediately after the annual meeting of the Shareholders at the place that
meeting has been held.

         SECTION 3. Special Meetings: Special Meetings of the Board of Directors
may be called at any time by the President or by any member of the Board.

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         SECTION 4. Notice of Meetings: Notice of the annual meeting of the
Board of Directors need not be given. Written notice of each special meeting,
setting forth the time and place of the meeting shall be given to each Director
at least ten (10) days before the meeting. This notice may be given either
personally, or by sending a copy of the notice through the United States mail,
or by telegram, charges prepaid, to the address of each Director appearing on
the books of the Corporation. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of the meeting.

         SECTION 5. Waiver of Notice: A Director may waive, in writing, notice
of a special meeting of the Board, either before or after the meeting; and his
waiver shall be deemed equivalent of giving notice. Attendance of a Director at
a meeting shall constitute waiver of notice of that meeting unless he attends
for the express purpose of objecting to the transaction of business because the
meeting has not been lawfully called or convened.

         SECTION 6. Voting and Quorum: At meetings of the Board of Directors a
majority of the Directors in office shall be necessary to constitute a quorum
for the transaction of business. If a quorum it present, the acts of a majority
of the Directors in attendance shall be the acts of the Board. Each Director
shall have ONE (1) vote regardless of number of shares of stock he may own.

         SECTION 7. Adjournment: A majority of the directors present, whether or
not a quorum exists, may adjourn any meeting of the board of directors to
another time and place. Notice of any such adjourned meeting shall be given to
the directors who were not present at the time of the adjournment and, unless
the time and place of the adjourned meeting are announced at the time of the
adjournment, to the other directors.

         Members of the board of directors may participate in a meeting of the
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by those means shall constitute presence in person
at a meeting.

         SECTION 8. Action Without a Meeting: Any action required to be taken at
a meeting of the directors of a corporation, or any action that may be taken at
a meeting of the directors or a committee of the directors, may be taken without
a meeting if a consent in writing, setting forth the action so to be taken,
signed by all of the directors, or all the members of the committee, as the case
may be, is filed in the minutes of the proceedings of the board or of the
committee. The consent shall have the same effect as a unanimous vote.







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                                   ARTICLE VI

                         OFFICERS, AGENTS AND EMPLOYEES

         SECTION 1.  Officers:

         A. The executive officers of the Corporation shall be chosen by the
Board of Directors and shall consist of a President, Vice-President, Secretary
and Treasurer, each of whom shall be elected by the board of directors. Other
officers, assistant officers, agents and employees that the Board of Directors
from time to time may deem necessary may be elected by the Board or be appointed
in a manner prescribed by the Board.

         B. Two or more offices may be held by the same person. Officers shall
hold office until their successors are chosen and have qualified, unless they
are sooner removed from office as provided in these By-Laws. The failure to
elect a president, secretary or treasurer shall not affect the existence of this
corporation.

         SECTION 2. Vacancies: When a vacancy occurs in one of the executive
offices by death, resignation or otherwise, it shall be filled by the Board of
Directors. The officer so elected shall hold office until his successor is
chosen and qualified, unless sooner removed as provided for herein.

         SECTION 3. Compensation: The Board of Directors shall fix the
compensation of the officers of the Corporation. The compensation of other
agents and employees of the Corporation may be fixed by the Board of Directors
or by an officer to whom that function has been delegated by the Board.

         SECTION 4. President: Powers and Duties - The President shall be the
chief executive officer of the Corporation and shall have general supervision of
the business of the Corporation. He shall preside at all meetings of
Stockholders and Directors arid discharge the duties of a presiding officer;
shall present, at each annual meeting of the Shareholders, a report of the
business of the Corporation for the preceding fiscal year, and shall perform
whatever other duties the Board of Directors may from time to time prescribe.

         SECTION 5. Vice-President: Powers and Duties - The Vice-President
shall, in the absence or disability or inability of the President, perform the
duties and exercise the powers of the President. He also shall perform whatever
duties and have whatever powers the Board of Directors may from time to time
assign him. In the event the President refuses to act, the Vice-President may
act for him at the direction of fifty-one (51%) percent or the majority of the
Board of Directors.

         SECTION 6. Secretary: Powers and Duties - The Secretary shall attend
all meetings of the Directors and Shareholders and shall keep or cause to be
kept a true and complete record of the proceedings of those meetings. He shall
keep the corporate seal and shall affix it to any instrument requiring it. He
shall give, or cause to be given, notice of all meetings of the Directors or the
Shareholders and shall perform whatever additional duties the Board of Directors
or the President may from time to time prescribe.


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         SECTION 7. Treasurer: Powers and Duties - The Treasurer shall have
custody of corporate funds and securities. He shall, keep or be responsible for
full and accurate accounts of receipts and disbursements, an accurate and full
account of all assets and liabilities, and shall deposit all corporate monies
and other valuable effects in the name and to the credit of the Corporation in a
depository or depositories designated by the Board of Directors. He shall
disburse the funds of the Corporation and shall render to the President or the
Board of Directors, whenever they may require it, an account of his transactions
as Treasurer and of the financial condition of the Corporation. The Treasurer
shall furnish a bond satisfactory to the Board of Directors, if required.

         SECTION 8. Delegation of Duties: Whenever an officer is absent or
whenever for any reason the Board of Directors may deem it desirable, the Board
may delegate the powers and duties of an officer to any other officer or
officers or to any Director or Directors or agent.


                                   ARTICLE VII

                    SHARE CERTIFICATES AND TRANSFER OF SHARES

         SECTION 1. Share Certificates - Issuance: Every holder of shares in
this corporation shall be entitled to have a certificate, representing all
shares to which he is entitled. No certificate shall be issued for any share
until the share is fully paid.

         Certificates representing shares in this corporation shall be signed by
the president or vice president and the secretary or an assistant secretary and
may be sealed with the seal of this corporation or a facsimile of it. The
signatures of the president or vice president and the secretary or assistant
secretary may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar, other than the corporation itself or an employee
of the corporation. In case any officer who signed or whose facsimile signature
has been placed upon the certificate shall have ceased to be that officer before
the certificate is issued, it may be issued by the corporation with the same
effect as if he were that officer at the date of its issuance.

         SECTION 2. Registered Shareholders: The Corporation shall be entitled
to treat the holder of record of shares as the holder in fact and, except as
otherwise provided by the laws of Florida, shall not be bound to recognize any
equitable or other claim to or interest in the shares.

         SECTION 3. Transfer of Shares: Shares of the Corporation shall only be
transferred on its books upon the surrender to the Corporation of the share
certificates duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer. In that event, the surrendered certificates
shall be cancelled, new certificates issued to the person entitled to them, and
the transaction recorded on the books of the Corporation. No stock shall be
transferred in violation of any agreement between the Stockholder and the
Corporation or among the Stockholders PROVIDED, notice of such agreement has
been duly endorsed on the stock certificate and copy of such agreement filed
with the Secretary of the Corporation.

         SECTION 4. Lost, Stolen or Destroyed Certificates: The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the


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certificate (a) makes proof in affidavit form that it has been lost, destroyed
or wrongfully taken; (b) requests the issue of a new certificate before the
corporation has notice that the certificate has been acquired by a purchaser for
value in good faith and without notice of any adverse claim; (c) gives bond in
such form as the corporation may direct, to indemnify the corporation, the
transfer agent and registrar against any claim that may be made on account of
the alleged loss, destruction or theft of a certificate; and (d) satisfies any
other reasonable requirements imposed by the corporation.


                                  ARTICLE VIII

                             SPECIAL CORPORATE ACTS

         SECTION 1. Execution of Written Instruments: Contracts, deeds,
documents, and instruments shall, unless the Board of Directors shall in a
particular situation designate another procedure for their execution, be
executed by the President or the Vice President in the presence of two (2)
witnesses or the President or Vice President under the seal of the Corporation
affixed and attested by the Secretary.

         SECTION 2. Signing of Checks and Notes: Checks, notes, drafts, and
demands for money shall be signed by the officer or officers from time to time
designated by the Board of Directors.

         SECTION 3. Voting Shares Held in Other Corporation: In the absence of
other arrangements by the Board of Directors, shares of stock issued by any
other Corporation and owned or controlled by this Corporation may be voted at
any Shareholders' meeting of the other Corporation by the President of this
Corporation or, if he is not present at the meeting, by the Vice-President of
this Corporation; and in the event neither the President nor the Vice-President
is to be present at a meeting, the shares may be voted by such person as the
President and Secretary of the Corporation shall be duly executed proxy
designate to represent the Corporation at the meeting.


                                   ARTICLE IX

                                     NOTICES

         SECTION 1. Mailing: Notices to Directors and Stockholders mailed to
them at their addresses appearing on the books of the Corporation shall be
deemed to be given at the time when mailed.

         SECTION 2. Waiver: Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation or of
these By-Laws, 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.




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                                    ARTICLE X

                                   AMENDMENTS

         The power to amend or repeal the By-Laws or to adopt a new code of
By-Laws is reserved to the Shareholders, the affirmative vote of holders of not
less than fifty-one (51%) percent in number of shares issued and outstanding and
being entitled to vote being necessary to exercise that power.

         The foregoing By-Laws were amended and restated by the Board of
Directors on November 23, 2003.


                                                     /s/ Christopher Astrom
                                                     -----------------------
                                                     CHRISTOPHER ASTROM


                                                     /s/ Richard Astrom
                                                     -----------------------
                                                     RICHARD ASTROM







































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