Exhibit 3.2

RESTATED BYLAWS
OF
FINET.COM, INC.

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TABLE OF CONTENTS

|                              |                                                                                                            | Page
|----------------------------- | ---------------------------------------------------------------------------------------------------------- | ----
|ARTICLE I Stockholders        |                                                                                                            | 2   
|                              | Section 1.1. Annual Meetings                                                                               |     
|                              | Section 1.2. Special Meetings                                                                              |     
|                              | Section 1.3. Notice of Meetings                                                                            |     
|                              | Section 1.4. Adjournments                                                                                  |     
|                              | Section 1.5. Quorum                                                                                        |     
|                              | Section 1.6. Organization                                                                                  |     
|                              | Section 1.7. Voting; Proxies                                                                               |     
|                              | Section 1.8. Fixing Date for Determination of Stockholders of Record                                       |     
|                              | Section 1.9. List of Stockholders Entitled to Vote                                                         |     
|                              | Section 1.10. Action By Consent of Stockholders                                                            |     
|                              | Section 1.11. Conduct of Meetings                                                                          |     
|ARTICLE II Board of Directors |                                                                                                            | 4   
|                              | Section 2.1. Number; Qualifications                                                                        |     
|                              | Section 2.2. Election; Resignation; Removal; Vacancies                                                     |     
|                              | Section 2.3. Regular Meetings                                                                              |     
|                              | Section 2.4. Special Meetings                                                                              |     
|                              | Section 2.5. Telephonic Meetings Permitted                                                                 |     
|                              | Section 2.6. Quorum: Vote Required for Action                                                              |     
|                              | Section 2.7. Organization                                                                                  |     
|                              | Section 2.8. Informal Action by Directors                                                                  |     
|ARTICLE III Committees        |                                                                                                            | 5   
|                              | Section 3.1. Committees                                                                                    |     
|                              | Section 3.2. Committee Rules                                                                               |     
|ARTICLE IV Officers           |                                                                                                            | 6   
|                              | Section 4.1. Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies |     
|                              | Section 4.2. Powers and Duties of Executive Officers                                                       |     
|ARTICLE V Stock               |                                                                                                            | 6   
|                              | Section 5.1. Certificates                                                                                  |     
|                              | Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates                    |     
|                              | Section 5.3. Transfer of Stock                                                                             |     
|ARTICLE VI Indemnification    |                                                                                                            | 7   
|                              | Section 6.1. Right to Indemnification                                                                      |     
|                              | Section 6.2. Prepayment of Expenses                                                                        |     
|                              | Section 6.3. Claims                                                                                        |     
|                              | Section 6.4. Non-Exclusivity of Rights                                                                     |     
|                              | Section 6.5. Other Indemnification                                                                         |     
|                              | Section 6.6. Amendment or Repeal                                                                           |     
|ARTICLE VII Miscellaneous     |                                                                                                            | 8   
|                              | Section 7.1. Fiscal Year                                                                                   |     
|                              | Section 7.2. Seal                                                                                          |     
|                              | Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees                        |     
|                              | Section 7.4. Interested Directors; Quorum                                                                  |     
|                              | Section 7.5. Form of Records                                                                               |     
|                              | Section 7.6. Amendment of Bylaws                                                                           |     

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RESTATED BYLAWS  OF  FINET.COM, INC.

ARTICLE I    Stockholders

Section 1.1.Annual Meetings.An annual meeting of stockholders shall be held for the election
of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may
be transacted at the annual meeting.

Section 1.2.Special Meetings.A special meeting of stockholders for any purpose or purposes may
be called at any time by the Board of Directors, by a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as expressly provided
in a resolution of the Board of Directors, include the power to call such meetings, or by the holders of stock entitled to cast not less than 50% (fifty percent) of the votes at such meeting.

Section 1.3.Notice of Meetings.Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these bylaws, the written notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the corporation.

Section 1.4.Adjournments.Any meeting of stockholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place, and notice need not be given of any such adjourned
meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5.Quorum.Except as otherwise provided by law, the certificate of incorporation or
these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding
shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the
meeting from time to time in the manner provided in Section 1.4 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a
majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for
quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6.Organization.Meetings of stockholders shall be presided over by the Chairman of
the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by
a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of

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the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote.

Section 1.7.Voting; Proxies.Except as otherwise provided by the certificate of incorporation,
each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and
only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings
of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of
stockholders for the election of directors a plurality of the
votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these bylaws, be decided by the vote of the
holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock outstanding and entitled to vote thereon.

Section 1.8.Fixing Date for Determination of Stockholders of Record.In order that the
corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action
in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any
other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board
of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior
action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

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Section 1.9.List of Stockholders Entitled to Vote.The Secretary shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not
so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any
office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 1.10.Action By Consent of Stockholders.Unless otherwise restricted by the certificate
of incorporation, 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 (by hand or by certified or registered mail, return receipt
requested) to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in
which proceedings of minutes of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

Section 1.11.Conduct of Meetings.The Board of Directors of the corporation may adopt by
resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the
Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and
the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or
such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the
time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

ARTICLE II    Board of Directors

Section 2.1.Number; Qualifications.The Board of Directors shall consist of not less than four
nor more than fifteen members. Within these limits, the authorized number of directors may be reduced or increased from time to time by resolution of the Board of Directors. Directors need not be
stockholders.

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Section 2.2.Election; Resignation; Removal; Vacancies.Directors shall be elected at each
annual meeting of the stockholders to hold office for a term of one year or until his successor is elected and qualified. Any director may resign at any time upon written notice to the corporation.
Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority
is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom
he has replaced or until his successor is elected and qualified.

Section 2.3.Regular Meetings.Regular meetings of the Board of Directors may be held at such
places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

Section 2.4.Special Meetings.Special meetings of the Board of Directors may be held at any
time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of
the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Section 2.5.Telephonic Meetings Permitted.Members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6.Quorum: Vote Required for Action.At all meetings of the Board of Directors a
majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these bylaws otherwise provide, the
vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7.Organization.Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary
shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.Informal Action by Directors.Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the
Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE III    Committees

Section 3.1.Committees.The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or
members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee, to the

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extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of
the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 3.2.Committee Rules.Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article II of these bylaws.

ARTICLE IV    Officers

Section 4.1.Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies.The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members.
The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the
first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2.Powers and Duties of Executive Officers.The officers of the corporation shall have
such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE V    Stock

Section 5.1.Certificates.Every holder of stock shall be entitled to have a certificate signed
by or in the name of the corporation by the the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying
the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with
the same effect as if be were such officer, transfer agent, or registrar at the date of issue.

Section 5.2.Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.The
corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of
the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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Section 5.3.Transfer of Stock.Shares of stock shall be transferred only on the books of the
Corporation by the holder thereof in person or by his attorney upon surrender of the Certificate of Stock properly endorsed.

ARTICLE VI    Indemnification

Section 6.1.Right to Indemnification.The corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he, or a person for whom he is the legal representative, 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,
enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such
person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by
the Board of Directors of the corporation.

Section 6.2.Prepayment of Expenses.The corporation may, in its discretion, pay the expenses
(including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of
the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the
director or officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3.Claims.If a claim for indemnification or payment of expenses under this Article is
not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.

Section 6.4.Non-Exclusivity of Rights.The rights conferred on any person by this
Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.

Section 6.5.Other Indemnification.The corporation's obligation, if any, to indemnify any
person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, Joint venture, trust, enterprise or nonprofit entity shall be reduced by any
amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.

Section 6.6.Amendment or Repeal.Any repeal or modification of the foregoing provisions of this
Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

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ARTICLE VII    Miscellaneous

Section 7.1.Fiscal Year.The fiscal year of the corporation shall be determined by resolution
of the Board of Directors.

Section 7.2.Seal.The corporate seal shall have the name of the corporation inscribed thereon
and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.3.Waiver of Notice of Meetings of Stockholders, Directors and Committees.Any
written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting
of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 7.4.Interested Directors; Quorum.No contract or transaction between the corporation
and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers
are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the
Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to
his 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 (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

Section 7.5.Form of Records.Any records maintained by the corporation in the regular course of
its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

Section 7.6.Amendment of Bylaws.These bylaws may be altered or repealed, and new bylaws made,
by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

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