Exhibit 3.2

                         AMENDED AND RESTATED BYLAWS OF
                                    YP CORP.
                              a Nevada Corporation


                                    ARTICLE I

                                     OFFICES

1.1. REGISTERED  OFFICE.  The  registered office of the Corporation in the State
of Nevada shall be in a county and city of the State of Nevada designated by the
Board  of  Directors  in  accordance  with  applicable  law.

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 the Board of Directors shall determine. At the annual meeting,
stockholders  shall  elect  a  board of directors by plurality vote and transact
such  other  business  as  properly  may be brought before the annual meeting in
accordance  with  Section  2.7  of  this  Article  II.
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     (c)  SPECIAL  MEETINGS.  Special  meetings  of  the  stockholders  of  the
Corporation  may  be  called for any purpose or purposes at any time only by the
Chairman  of  the Board, the Chief Executive Officer or the President.  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 stock ledger 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


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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 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.

     (e)  QUORUM.  Except  as  otherwise  required  by  law,  the  Articles  of
Incorporation  or  these  Bylaws, the holders of not less than a majority 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  II,  Section 2.8 of these Bylaws, or if no record date is
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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.


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     (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)  Shares  of the Corporation held by another corporation may be voted by
such  corporation's  officer,  agent or proxy as its bylaws may prescribe, or in
absence of such bylaw provision, by any other person designated by resolution of
its  Board  of  Directors, and such officer, agent or other person so designated
may  vote  such  corporation's  shares in this Corporation in person or by proxy
appointed  by  him.

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

     (f)  Shares  standing  in the name of a receiver, trustee in bankruptcy, or
assignee  for  the  benefit  of  creditors  may be voted by such representative,
either  in  person  or  by  proxy. Shares held by or under the control of such a
receiver  or  trustee may be voted by such receiver or trustee, either in person
or by proxy, without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver or trustee
was  appointed.

     (g)  A  stockholder whose shares are pledged shall be entitled to vote such
shares  until the shares have been transferred into the name of the pledgee, and
thereafter  the  pledgee  shall  be  entitled to vote the shares so transferred.

     (h)  If  shares  stand  in  the  names  of  two  or  more  persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by  community  property  or  otherwise,  or if two or more persons have the same
fiduciary  relationship  respecting  the  same shares, unless the Corporation is
given  written  notice  to  the  contrary  and  is  furnished with a copy of the
instrument  or  order appointing them or creating the relationship wherein it is
so  provided, their acts with respect to voting shall have the following effect:
(1) If only one votes, his act binds; (2) If more than one votes, the act of the
majority  so  voting  binds all; and (3) If more than one votes, but the vote is
evenly  split  on  any  particular  matter, each fraction may vote the shares in
question  proportionally.

     (i)  Shares  standing  in the name of a married woman but not also standing
in the name of her husband with such a designation of mutual relationship on the
certificate,  may  be  voted and all rights incident thereto may be exercised in
the  same  manner  as  if  she  were  unmarried.

     (j)  Shares  of  its  own  stock belonging to the Corporation or to another
corporation,  if  a  majority of the shares entitled to vote in the elections of
directors  of  such  other  corporation  is held, directly or indirectly, by the
Corporation,  shall neither be entitled to vote nor counted for quorum purposes.
Nothing  in  this  Section  shall  be  construed  as  limiting  the right of the
Corporation  to  vote  its  own  stock  held  by  it  in  a  fiduciary capacity.


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     (k)  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
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 10 days or such other
period of time as may be required by Federal, State or other jurisdictional body
whose  rules  and  regulations  govern the allotted time before every meeting of
stockholders,  a  complete  list  of  the stockholders entitled to vote thereat,
arranged in either alphabetical order or by zip code, showing the address of and
the number of shares registered in the names 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  WRITTEN  CONSENT  OF  STOCKHOLDERS.

     (a)  Subject  to  restrictions  imposed  by  the  Corporation's Articles of
Incorporation or by applicable law, any action required or permitted to be taken
at  any  annual  or  special  meeting of the stockholders may be taken without a
meeting,  without  prior  notice and without a vote, if a consent or consents 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  such action at a meeting at which all shares
entitled  to  vote  thereon were present and voted and shall be delivered to the
Corporation's  Secretary.  Prompt  notice  of the taking of the Corporate action
without  a  meeting  by less than unanimous written consent shall, to the extent
required  by  law,  be  given  to  those  stockholders who have not consented in
writing  and  who,  if  the  action had been taken at a meeting, would have been
entitled  to  notice of the meeting if the record date for such meeting had been
the  date that written consents signed by a sufficient number of holders to take
the  action  were  delivered  to  the  Corporation.

     (b)  The  Board of Directors may fix a record date for the determination of
stockholders  entitled  to  consent  to  corporate  action  in writing without a
meeting,  which  record


<PAGE>
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 10
days  after the date upon which the resolution fixing the record date is adopted
by  the  Board  of Directors. If no record date is set, the record date 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 Secretary of the Corporation.

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. ACTION  AT  MEETINGS  OF  STOCKHOLDERS.

     (a)  No  business  may  be transacted at an annual meeting of stockholders,
other than business that is either (i) specified  in  the  notice of meeting (or
any  supplement thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the annual meeting by or at the direction
of  the  Board  of  Directors  or  (iii) otherwise  properly  brought before the
annual meeting by any stockholder of the Corporation (A) who is a stockholder of
record  on the date of the giving of the notice provided  for  in  this  Section
                                                                         -------
2.7  and  on  the  record date for the determination of stockholders entitled to
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vote  at such annual meeting and (B) who complies with the notice procedures set
forth  in  this  Section  2.7.
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     (b)  In  addition  to  any  other  applicable  requirements,  for  business
properly  to  be  brought  before  an  annual  meeting  by  a  stockholder, such
stockholder  must have given timely notice thereof in proper written form to the
Chairman  of  the Board, if any, the Chief Executive Officer, President,  or the
Secretary  of  the  Corporation.

     (c)  To  be timely, a stockholder's notice that includes a proposal for the
Corporation's annual meeting must be received at the principal executive offices
of  the  Corporation not less than 120 days before the date of the Corporation's
proxy  statement  released  to  stockholders  in  connection  with  the previous
year's  annual meeting; provided, however, that in the event the Corporation did
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not  hold  an  annual  meeting  the  previous year or if the date of this year's
annual  meeting  has  been  changed  by  more  than 30 days from the date of the
previous  year's  meeting,  then  the  deadline  is a reasonable time before the
Corporation  begins  to  print and mail its proxy materials. For a stockholder's
notice  that  includes  a  proposal  for  a meeting of stockholders other than a
regularly scheduled annual meeting, the deadline is a reasonable time before the
Corporation begins to print and mail its proxy materials. Notwithstanding any of
the  provisions contained herein, any notice that includes a proposal that seeks
action  by  the  Corporation's  stockholders at any meeting will comply with the
guidelines established by Regulation 14A of the Securities Exchange Act of 1934,
as amended; to the extent such regulation is then applicable to the Corporation.

     (d)  To  be  in proper written form, a stockholder's notice must set forth,
as  to each matter such stockholder proposes to bring before the annual meeting,
(i)  a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the  name  and record address of such stockholder, (iii) the class or series and
number  of  shares  of  capital  stock  of  the  Corporation  that  are  owned


<PAGE>
beneficially  or  of  record  by  such  stockholder,  (iv)  a description of all
arrangements  or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by  such  stockholder  and  any  material  interest  of such stockholder in such
business  and  (v)  a  representation that such stockholder intends to appear in
person  or  by  proxy  at  the  annual meeting to bring such business before the
meeting.

     (e)  No  business  shall be conducted at the annual meeting of stockholders
except  business  brought  before  the  annual  meeting  in  accordance with the
procedures set forth in this Section 2.7; provided, however, that, once business
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has  been  brought  properly  before  the annual meeting in accordance with such
procedures,  nothing in this Section 2.7 may be deemed to preclude discussion by
                             -----------
any  stockholder  of  any  such  business.  If the Chairman of an annual meeting
determines  that  business was not brought properly before the annual meeting in
accordance  with  the  foregoing  procedures,  the  chairman will declare to the
meeting  that  the business was not brought properly before the meeting and such
business  will  not  be  transacted.

     (f)  Whenever all parties entitled to vote at any meeting consent either by
a  writing  on  the  records  of  the meeting or filed with the Secretary, or by
presence  at  such meeting and oral consent entered on the minutes, or by taking
part  in the deliberations at such meeting without objection, the doings of such
meetings  shall be as valid as if had at a meeting regularly called and noticed,
and  at such  meeting any business may be transacted, which is not excepted from
the  written  consent  or to the consideration of which no objection for want of
notice  is made at  the time, and if any meeting be irregular for want of notice
or  of  such  consent,  provided  a  quorum  was  present  at  such meeting, the
proceedings  of  said meeting may be ratified and approved and rendered likewise
valid  and  the irregularity or defect therein waived by a writing signed by all
parties  having  the right to vote at such meeting; and such consent or approval
of  stockholders may be by proxy or attorney, but all such proxies and powers of
attorney  must  be  in  writing.

     (g)  Whenever  any  notice  whatever  is  required  to  be  given under the
provisions of Nevada law, of the Articles 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.

2.8. 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 entitlement 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.
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.


<PAGE>
     (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 set
forth  in  the  stock ledger of the Corporation after the record date, except as
otherwise  provided  by  agreement  or  by law, the Articles of Incorporation or
these  Bylaws.

2.9. INFORMALITIES  AND  IRREGULARITIES.  All informalities or irregularities in
any  call  or  notice  of  a  meeting  of  the  stockholders  or in the areas of
credentials, proxies, quorums, voting and similar matters, will be deemed waived
if  no  objection  is  made  at  the  meeting.

                                   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.  The Board of Directors may delegate the management of the
day-to-day  operation of the business of the Corporation to a management company
or  other person, provided that the business and affairs of the Corporation will
be  managed,  and  all  corporate  powers shall be exercised, under the ultimate
direction  and  responsibility  of  the  Board  of  Directors.

3.2. ELECTION  OF  DIRECTORS.

     (a)  NUMBER,  QUALIFICATION  AND  TERM  OF  OFFICE.  The  exact  number  of
directors of the Corporation shall not be less than three or more than nine. The
authorized  number  of directors may from time to time be increased or decreased
by resolution of the directors of the Corporation amending this provision of the
Bylaws  in  compliance  with  Section  8.5  of Article VIII. No reduction of the
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authorized  number  of  directors shall have the effect of removing any director
prior  to  the  expiration  of  his  or  her term in office. Except as otherwise
provided  in this Section 3.2, each director elected shall hold office until his
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successor  is  elected  and  qualified.  The  Board of Directors shall be and is
divided  into  three  classes:  Class  I,  Class II and Class III. The number of
directors  in  any  class  shall not exceed the number of directors in any other
class  by  more  than  one.

     (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.

     (c)  VACANCIES.  Vacancies and new directorships resulting from an increase
in  the  authorized  number  of  directors  may  be  filled by a majority of the
directors  then  in  office, though less than a quorum, or by the sole remaining
director.  If  no  directors  are  in  office,  an  election


<PAGE>
may  be held as provided by statute.  A director elected to fill a vacancy shall
be  elected  for  the  unexpired  term  of  his or her predecessor in office.  A
directorship  to  be  filled by reason of an increase in the number of directors
may  be  filled  by  the Board of Directors for a term of office continuing only
until  the  next annual meeting or the next election of one or more directors by
the  stockholders  at a special meeting of stockholders called for that purpose.
Any  director may be removed from office only in accordance with the Articles of
Incorporation.

3.3 MEETINGS  OF  THE  BOARD  OF  DIRECTORS.

     (a)  REGULAR MEETINGS.  Regular meetings of the Board of Directors shall be
held  without  notice  at  such  time  and  place  as shall from time to time be
determined  by  the  Board  of  Directors:

          (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.

          (i)  Special  meetings  of the Board of Directors may be called by the
     Chairman  of  the  Board, the Chief Executive Officer or the President, and
     will  be  called  by  the  Secretary  at the written request of two or more
     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,  telegraph  or  electronic  mail  at such director's
     business,  residence  or  electronic  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,  telegraph  or  electronic  mail shall be sent, and notice given
     personally  or  by messenger shall be delivered, at least twenty-four 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.

          (ii) Whenever  all  parties  entitled  to  vote at any meeting consent
     either  by  a  writing  on  the  records  of  the meeting or filed with the
     Secretary,  or  by presence at such meeting and oral consent entered on the
     minutes,  or  by  taking  part in the deliberations at such meeting without
     objection,  the  doings  of  such meetings shall be as valid as if they had
     occurred at a meeting regularly called and noticed, and at such meeting any
     business  may be transacted, which is not excepted from the written consent
     or to the consideration of which no objection for want of notice is made at
     the  time,  and  if  any meeting be irregular for want of notice or of such
     consent,  provided a quorum was present at such meeting, the proceedings of
     said  meeting  may be ratified and approved and rendered likewise valid and
     the  irregularity  or  defect  therein  waived  by  a writing signed by all


<PAGE>
     parties  having  the  right  to  vote  at such meeting; and such consent or
     approval of directors may be by proxy or attorney, but all such proxies and
     powers  of  attorney  must  be  in  writing.

          (iii) Whenever any notice whatsoever is required to be given under the
     provisions  of  Nevada  law,  of  the Articles 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.

     (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 prohibited
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.  Any  action of a majority, although not at a regularly called meeting,
and  the record thereof, if assented to in writing by all of the other member of
the  Board  of  Directors, shall be as valid and effective in all respects as if
passed  by  the  Board  of  Directors  in  a  regular  meeting.

     (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 be 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.

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


<PAGE>
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 DIRECTOR.  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 a 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)  EXECUTIVE  COMMITTEE.  The  Board  of  Directors  may,  by  resolution
adopted  by  a  majority of the whole Board, name two or more of its members and
General  Counsel,  or  such  other  legal advisor as it deems appropriate, as an
Executive  Committee.  Such  Executive  Committee will have and may exercise the
powers  of  the Board of Directors in the management of the business and affairs
of  the  Corporation  while  the  Board  is  not  in  session,  subject  to such
limitations  as  may  be  included in the Board's resolution; provided, however,
that  such  Executive  Committee  shall  not  have the authority of the Board of
Directors  in  reference  to  the  following  matters:  (1)  the  submission  to
stockholders  of  any  action  that requires the authorization or approval under
applicable law; (2) the filling of vacancies on the Board of Directors or in any
committee  of  the  Board  of  Directors;  (3)  the amendment or repeal of these
Bylaws,  or  the  adoption  of new bylaws; and (4) the fixing of compensation of
Directors  for  serving  on  the  Board  or  on  any  Committee  of the Board of
Directors.  A majority of those named to the Executive Committee will constitute
a  quorum  and  the  Committee  may  at any time act by the written consent of a
quorum  thereof,  although  not  formally  convened.

     (b)  OTHER  COMMITTEES.  The  Board  of Directors may from time to time, by
resolution  adopted  by a majority of the whole Board, appoint other standing or
temporary  Committees  consisting of at least one current member of the Board of
Directors,  and  such other individuals as the Board of Directors may determine.
These Committees will be vested with such powers as the Board may include in its
resolution; provided, however, that such Committees shall be restricted in their
            --------  -------
authority  that  all actions taken are subject to review and ratification by the
Executive Committee and the Board of Directors. A majority of those named to any
such  Committees  will constitute a quorum and the Committee may at any time act
by  the  written  consent  of  a quorum thereof, although not formally convened.

     (c)  MINUTES OF MEETINGS.  Each committee shall keep regular minutes of its
meetings  and  report  the  same  to  the  Board  of  Directors  when  required.

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


<PAGE>
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,  her or their votes are counted for such
purpose  if  (i)  the  material  facts  as  to his, her or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board  of  Directors 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, her 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. Interested directors may be
counted  in  determining  the  presence of a quorum at a meeting of the Board of
Directors  or  of  the  duly appointed Executive 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 will include a Chairman of the Board of Directors (who must be
a  director  as  chosen by the Board of Directors), a President, Secretary and a
Treasurer  and may include Chief Officers and any number of Vice-Presidents. 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
restricted  by  law, the Articles 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 or by an officer upon whom such power of removal
may  be conferred by the 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 Board of Directors will elect a
Chairman  to  serve  as a Non-Executive Officer of the Corporation. The Chairman
will  preside  at


<PAGE>
all  meetings of the Board of Directors and be vested with such other powers and
duties  as  the  Board  may  from  time  to  time  delegate  to  him.

4.3. CHIEF  OFFICERS.  The  Board  of  Directors  may  elect  a  Chief Executive
Officer,  a  Chief  Financial  Officer  and a Chief Operating Officer. The Chief
Executive  Officer  shall  be the presiding officer over all business affairs of
the  Corporation,  subject  only to the direction of the Board of Directors. The
Chief  Financial  Officer of the Corporation shall be the presiding officer over
the  financial  affairs of the Corporation, subject only to the direction of the
Board  of Directors and the Chief Executive Officer. The Chief Operating Officer
of  the  Corporation shall be the presiding officer over the operational affairs
of  the Corporation, subject only to the direction of the Board of Directors and
the Chief Executive Officer. Except as may otherwise be specifically provided in
a  resolution  of  the  Board  of  Directors,  the Chief Officers will be proper
officers  to  sign  on  behalf  of  the  Corporation  any  deed,  bill  of sale,
assignment,  option,  mortgage,  pledge,  note,  bond, evidence of indebtedness,
application,  consent (to service of process or otherwise), agreement, indenture
or  other  instrument  of  any  significant  importance  to  the  Corporation.

4.4. PRESIDENT. The President, absent the election of a Chief Executive Officer,
will  supervise  the business and affairs of the Corporation and the performance
by  all  of  its  other  officers, excluding Chief Officers, of their respective
duties, subject to the control of the Board of Directors. Absent the election of
a  Chief  Executive Officer by the Board of Directors, the President will be the
Chief  Executive  Officer  of  the  Corporation.  Except  as  may  otherwise  be
specifically  provided  in a resolution of the Board of Directors, the President
will  be a proper officer to sign on behalf of the Corporation any deed, bill of
sale,  assignment,  option,  mortgage,  pledge,  note,  bond,  evidence  of
indebtedness,  application,  consent  (to  service  of  process  or  otherwise),
agreement,  indenture  or  other instrument of any significant importance to the
Corporation.  The  President may represent the Corporation at any meeting of the
stockholders  of  any  other  Corporation  in  which this Corporation then holds
shares,  and  may  vote  this  Corporation's shares in such other corporation in
person  or  by  proxy appointed by him, provided that the Board of Directors may
from  time  to  time  confer  the  foregoing  authority upon any other person or
persons.  The President may designate any Vice President to perform any acts, on
behalf  of  the  Corporation,  in  his  place.

4.5. VICE  PRESIDENTS.  One  or more Vice Presidents may be elected by the Board
of  Directors each of whom (in the order designated by the Board) will be vested
with  all  of  the  powers  and  charged with all of the duties (including those
herein  before  specifically  set  forth)  of  the President in the event of his
absence or disability. Each Vice President will perform such other duties as may
from time to time be delegated or assigned to him/her by the Board of Directors,
Chief  Executive  Officer,  Chief  Operating  Officer  or the President, in that
order.

4.6. SECRETARY  AND  ASSISTANT SECRETARIES.  The Secretary will keep the minutes
of  meetings  of the stockholders, Board of Directors and any Committee, and all
unanimous  written  consents  of  the  stockholders,  Board of Directors and any
Committee  of the Corporation, see that all notices are duly given in accordance
with  the  provisions  of  these  Bylaws  or  as  required by applicable law, be
custodian  of the corporate seal and corporate records, and, in general, perform
all  duties  incident  to  his  office.  Except as may otherwise be specifically
provided  in  a  resolution  of  the  Board of Directors, the Secretary and each
Assistant  Secretary


<PAGE>
will  be  a proper officer to take charge of the Corporation's stock ledger, and
to  compile  the  voting  record,  and  to impress the Corporation's Seal on any
instrument  signed  by  a duly authorized or empowered officer, and to attest to
the  same.

4.7. TREASURER  AND ASSISTANT TREASURERS.  The Treasurer, absent the election of
a  Chief  Financial Officer, shall serve as the Chief Financial Officer and will
maintain  the  financial  records of the Corporation and supervise all Corporate
reporting with any and all government agencies. The Treasurer will keep full and
accurate  accounts  of  receipts  and  disbursements  in  books belonging to the
Corporation, and will cause all money and other valuable effects to be deposited
in  the  name and to the credit of the Corporation in such depositories, subject
to  withdrawal in such manner as may be designated by the Board of Directors and
the  Chief  Executive  Officer. The Treasurer will render to the Chief Executive
Officer, President and to the Directors (at the regular meetings of the Board or
whenever  they  may  require), an account of all his transactions, as Treasurer,
and  of  the  financial  condition  of  the  Corporation.

                                    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 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 corporate law of Nevada as set forth in Section 78 et.
seq. of the Nevada Revised Statutes ("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 attorney's fees, judgments, fines,
ERISA  excise  taxes  or  penalties  and  amounts paid in settlement) reasonably
incurred  or  suffered  by  such  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  Article  V  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, such advancement of expenses
shall  be  made  only  upon delivery to the Corporation of an undertaking in the
form  then  required  by  the  GCL  (if  any),  by


<PAGE>
or  on  behalf  of  such indemnitee, with respect to the repayment of amounts so
advanced  (hereinafter  an  "undertaking").

5.2. RIGHT  TO  INDEMNITEE  TO BRING SUIT.  If a claim under Section 5.1 of this
                                                             -----------
Article  V  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 the 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 of conduct or, in the case of
such  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 he 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
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.


<PAGE>
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 the entire 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, these Bylaws, 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  with  respect  to such proceeding. After


<PAGE>
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 his 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.  Unless otherwise provided by a resolution of the
Board  of  Directors,  the  shares  of the Corporation shall be represented by a
certificate.  The certificates of stock of the Corporation shall be numbered and
shall be entered in the stock ledger 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 Chief Executive Officer, or the
President  and  (b)  the Secretary or any Assistant Secretary. Any or all of the
signatures  on  a  certificate  may  be by 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


<PAGE>
stock;  provided, that, except as otherwise provided in Section 78.195(5) of the
Nevada  Revised Statutes 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 uncertified
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  Revised  Statutes) 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.

6.3. TRANSFER.  Subject  to  applicable  federal and state securities laws, 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 stock ledger. Upon
receipt of proper transfer instructions from the registered owner of uncertified
shares,  such  uncertified  shares shall be canceled, issuance of new equivalent
uncertified  shares  or  certified  shares  shall be made to the person entitled
thereto  and  the  transaction  shall  be  recorded upon the stock ledger 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  uncertified 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 uncertified
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 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.

6.6. DIVIDENDS.  In  the  event a dividend is declared, the stock transfer books
will  not  be  closed but a record date will be fixed by the Board of Directors,
and  only stockholders of record on that date shall be entitled to the dividend.


<PAGE>
                                   ARTICLE VII

                              EMERGENCY PROVISIONS

7.1. GENERAL.  THE  PROVISIONS OF THIS ARTICLE VII WILL BE OPERATIVE ONLY DURING
A  NATIONAL  EMERGENCY  DECLARED  BY  THE  PRESIDENT OF THE UNITED STATES OR THE
PERSON  PERFORMING  THE  PRESIDENT'S  FUNCTIONS,  OR  IN THE EVENT OF A NUCLEAR,
ATOMIC,  OR OTHER ATTACK ON THE UNITED STATES OR A DISASTER MAKING IT IMPOSSIBLE
OR IMPRACTICABLE FOR THE CORPORATION TO CONDUCT ITS BUSINESS WITHOUT RECOURSE TO
THE PROVISIONS OF THIS ARTICLE VII. Said provisions in such event shall override
all  other  Bylaws  of  this Corporation in conflict with any provisions of this
Article  VII,  and  shall  remain  operative so long as it remains impossible or
impracticable  to  continue  the  business  of  the  Corporation  otherwise, but
thereafter  shall  be inoperative; provided that all actions taken in good faith
pursuant  to  such  provisions  shall thereafter remain in full force and effect
unless  and  until  revoked by action taken in accordance with the provisions of
the  Bylaws  (other  than  those  contained  in  this  Article  VII).

7.2. UNAVAILABLE  DIRECTORS.  All  Directors  of  the  Corporation  who  are not
available  to  perform their duties as Directors by reason of physical or mental
incapacity  or for any other reason or who are unwilling to perform their duties
or whose whereabouts are unknown shall automatically cease to be Directors, with
like  effect  as  if  such  persons  had  resigned as Directors, so long as such
unavailability  continues.

7.3. AUTHORIZED  NUMBER  OF DIRECTORS.  The authorized number of Directors shall
be  the number of Directors remaining after eliminating those who have ceased to
be  Directors  pursuant to Section 7.2 hereof, or the minimum number required by
                           -----------
law, whichever number is greater, until such time as the vacancy created thereby
can  be  filled,  or the applicable provisions of these Bylaws can be amended to
reflect  such  change.

7.4. QUORUM.  The  number of Directors necessary to constitute a quorum shall be
one-third  of  the  authorized number of Directors as specified in the foregoing
Section  7.3,  or  such  other  minimum number as, pursuant to the law or lawful
------------
decree then in force, it is possible for the Bylaws of a Corporation to specify.

7.5. CREATION  OF  EMERGENCY  COMMITTEE.  In  the  event the number of Directors
remaining  after  eliminating  those who have ceased to be Directors pursuant to
Section  7.2  of  this Article VII is less than the minimum number of authorized
------------
Directors required by law, then until the appointment of additional Directors to
make  up  such required minimum, all the powers and authorities, which the Board
could  by  law  delegate,  including  all powers and authorities which the Board
could  delegate  to  a  committee, shall be automatically vested in an emergency
committee  (the  "Emergency  Committee"),  and  the  Emergency  Committee  shall
thereafter  manage  the  affairs  of the Corporation pursuant to such powers and
authorities  and  shall have all such other powers and authorities as may by law
or  lawful  decree be conferred on any person or body of persons during a period
of  emergency.


<PAGE>
7.6. CONSTITUTION OF EMERGENCY COMMITTEE.  The Emergency Committee shall consist
of  all  the  Directors  remaining after eliminating those who have ceased to be
Directors  pursuant  to  Section  7.2  of  this  Article VII, provided that such
                         ------------
remaining Directors are not less than three in number (unless such lesser number
would otherwise be permissible under applicable law if no emergency existed). In
the  event  such  remaining  Directors  are  less than three in number (and such
number  is  not  otherwise  permitted  under applicable law), then the Emergency
Committee shall consist of three persons, who shall be the remaining Director or
Directors  plus  either  one or two officers or employees of the Corporation, as
the  remaining  Director  or  Directors may in writing designate. If there is no
remaining  Director,  the  Emergency  Committee  shall consist of the three most
senior officers of the Corporation who are available to serve, and if and to the
extent  such  officers  are  not  available,  the  most  senior employees of the
Corporation. Seniority shall be determined in accordance with any designation of
seniority  in the minutes of the proceedings of the Board, and in the absence of
such  designation,  shall  be determined by the highest rate of remuneration. In
the  event that there are no remaining Directors and no officers or employees of
the  Corporation  available,  the  Emergency  Committee  shall  consist of three
persons  designated  in  writing by the Shareholder owning the largest number of
shares  of  record  as  of  the  date  of  the  last  record  date.

7.7. POWERS  OF  EMERGENCY  COMMITTEE.  The Emergency Committee, once appointed,
shall  govern  its own procedures and shall have power to increase the number of
members  thereof  beyond  the  original number, and in the event of a vacancy or
vacancies  therein,  arising at any time, the remaining member or members of the
Emergency  Committee  shall have the power to fill such vacancy or vacancies. In
the  event  at  any  time  after  its  appointment, all members of the Emergency
Committee  shall  die  or  resign  or  become  unavailable to act for any reason
whatsoever,  a new Emergency Committee shall be appointed in accordance with the
foregoing  provisions  of  this  Article  VII.

7.8. DIRECTORS  BECOMING  AVAILABLE.  Any person who has ceased to be a Director
pursuant to the provisions of Section 7.2 of this Article VII and who thereafter
                              -----------
becomes  available to serve as a Director shall automatically become a member of
the  Emergency  Committee.

7.9. ELECTION  OF  BOARD  OF  DIRECTORS.  The Emergency Committee shall, as soon
after its appointment as is practicable, take all requisite action to secure the
election  of  a  board  of  directors, and upon such election all the powers and
authorities  of  the  Emergency  Committee  shall  be  vested  therein,  and the
Emergency  Committee  shall  thereafter  cease.

7.10. TERMINATION  OF  EMERGENCY COMMITTEE.  In the event, after the appointment
of  an  Emergency  Committee,  a  sufficient  number of persons who ceased to be
Directors  pursuant to Section 7.2 of this Article VII become available to serve
                       -----------
as Directors, so that if they had not ceased to be Directors as aforesaid, there
would be enough Directors to constitute the minimum number of Directors required
by law, then all such persons shall automatically be deemed to be reappointed as
Directors,  the powers and authorities of the Emergency Committee shall again be
vested  in  the  Board,  and  the  Emergency  Committee  shall thereafter cease.


<PAGE>
                                  ARTICLE VIII

                                  MISCELLANEOUS

8.1. 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.

8.2. 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.

8.3. CORPORATE SEAL.  A corporate seal shall not be requisite to the validity of
any  instrument  executed  by  or  on  behalf  of  the  Corporation.

8.4. CONSTRUCTION  AND  DEFINITIONS.  Unless  the context requires otherwise the
general  provisions, rules of construction and definitions in the Nevada Revised
Statutes  and  the  Articles  of  Incorporation shall govern the construction of
these  Bylaws.

8.5. AMENDMENTS.  These Bylaws may be altered, amended or repealed by a majority
vote  of  the  Board  of  Directors  or  the  stockholders.

8.6. DESCRIPTIVE HEADINGS.  The  descriptive headings of the paragraphs of these
Bylaws  are  inserted  for  convenience only and shall not control or affect the
meaning  or  construction  of  any  provision  hereof.

8.7. REFERENCE THERETO.  Any reference herein made to the Corporation's Articles
will  be  deemed  to  refer  to its Articles of Incorporation and all Amendments
thereto  as  at  any  given  time  on  file  with the Nevada Secretary of State,
together with any and all certificates theretofore filed by the Corporation with
the  Nevada  Secretary  of  State  pursuant  to  applicable  law.

8.8. SENIORITY THEREOF.  The  Articles will in all respects be considered senior
and  superior to these Bylaws, with any inconsistency to be resolved in favor of
the Articles, and with these Bylaws to be deemed automatically amended from time
to  time  to  eliminate  any  such  inconsistency  which  may  then  exist.

8.9. NUMBER AND GENDER.  Whenever used herein, the singular number shall include
the  plural  and  the singular, and the use of any gender shall be applicable to
all  genders.


<PAGE>
                             CERTIFICATE OF ADOPTION

The undersigned Secretary of the Corporation hereby certifies that the foregoing
Amended  and  Restated  Bylaws  of  YP.Net,  Inc.,  a  Nevada  corporation  (the
"Corporation"),  constitute  the  Bylaws  of  said Corporation, duly adopted and
approved,  pursuant  to  a  resolution  of  the  Board  of  Directors.

December  31,  2003               /s/  DeVal  Johnson
                                  ---------------------------------------
                                  DeVal  Johnson,  Corporate  Secretary


<PAGE>