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                                                                     Exhibit 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               AP HENDERSON GROUP
                              A NEVADA CORPORATION


                                    ARTICLE I

                                     OFFICES

         Section 1. PRINCIPAL OFFICES. The principal office shall be in the City
of Los Angeles, State of California.

         Section 2. OTHER OFFICES. The board of directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at
any place within or without the State of Nevada designated by the board of
directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation.

         Section 2. ANNUAL MEETINGS. The annual meetings of stockholders shall
be held at a date and time designated by the board of directors. At such
meetings, directors shall be elected and any other proper business may be
transacted by a plurality vote of stockholders.

         Section 3. SPECIAL MEETINGS. A special meeting of the stockholders, for
any purpose or purposes whatsoever, unless prescribed by statute or by the
articles of incorporation, may be called at any time by the president and shall
be called by the president or secretary at the request in writing of a majority
of the board of directors, or at the request in writing of stockholders holding
shares in the aggregate entitled to cast not less than a majority of the votes
at any such meeting.

         The request shall be in writing, specifying the time of such meeting,
the place where it is to be held and the general nature of the business proposed
to be transacted, and shall be delivered personally or sent by registered mail
or by telegraphic or other facsimile transmission to the chairman of the board,
the president, any vice president or the secretary of the corporation. The
officer receiving such request forthwith shall cause notice to be given to the
stockholders entitled to vote, in accordance with the provisions of Sections 4
and 5 of this Article II, that a meeting will be held at the time requested by

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the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 3 shall be construed as limiting, fixing or affecting
the time when a meeting of stockholders called by action of the board of
directors may be held.

         Section 4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting being noticed. The notice shall specify the place, date and
hour of the meeting and (i) in the case of a special meeting the general nature
of the business to be transacted, or (ii) in the case of the annual meeting
those matters which the board of directors, at the time of giving the notice,
intends to present for action by the stockholders. The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nominees which, at the time of the notice, management intends to present for
election.

         If action is proposed to be taken at any meeting for approval of (i)
contracts or transactions in which a director has a direct or indirect financial
interest, (ii) an amendment to the articles of incorporation, (iii) a
reorganization of the corporation, (iv) dissolution of the corporation, or (v) a
distribution to preferred stockholders, the notice shall also state the general
nature of such proposal.

         Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of stockholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
stockholder at the address of such stockholder appearing on the books of the
corporation or given by the stockholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent by mail or telegram to the
corporation's principal executive office, or if published at least once in a
newspaper of general circulation in the county where this office is located.
Personal delivery of any such notice to any officer of a corporation or
association or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by telegram or other means of written communication. In the event
of the transfer of stock after delivery or mailing of the notice of and prior to
the holding of the meeting, it shall not be necessary to deliver or mail notice
of the meeting to the transferee.

         If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the stockholder
at such address, all future notices or reports shall be deemed to have been duly
given without further mailing if the same shall be available to the stockholder
upon written demand of the stockholder at the principal executive office of the
corporation for a period of one year from the date of the giving of such notice.

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         An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the corporation giving such notice, and shall be filed and
maintained in the minute book of the corporation.

         Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

         Section 6. QUORUM. The presence in person or by proxy of the holders of
a majority of the shares entitled to vote at any meeting of stockholders shall
constitute a quorum for the transaction of business, except as otherwise
provided by statute or the articles of incorporation. The stockholders present
at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

         Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any stockholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of the majority of the shares represented at such
meeting, either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at such meeting.

         When any meeting of stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken. At any adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.

         Section 8. VOTING. Unless a record date set for voting purposes be
fixed as provided in Section 1 of Article VIII of these bylaws, only persons in
whose names shares entitled to vote stand on the stock records of the
corporation at the close of business on the business day next preceding the day
on which notice is given (or, if notice is waived, at the close of business on
the business day next preceding the day on which the meeting is held) shall be
entitled to vote at such meeting. Any stockholder entitled to vote on any matter
other than elections of directors or officers, may vote part of the shares in
favor of the proposal and refrain from voting the remaining shares or vote them
against the proposal, but, if the stockholder fails to specify the number of
shares such stockholder is voting affirmatively, it will be conclusively
presumed that the stockholder's approving vote is with respect to all shares
such stockholder is entitled to vote. Such vote may be by voice vote or by
ballot; provided, however, that all elections for directors must be by ballot
upon demand by a stockholder at any election and before the voting begins.

         When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation a different vote is required in which case such
express provision shall govern and control the decision of such question. Every
stockholder of record of the corporation shall be entitled at each meeting of
stockholders to one vote for each share of stock standing in his name on the
books of the corporation.

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         Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS. The
transactions at any meeting of stockholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, not present in person or by proxy, signs a written waiver of
notice or a consent to a holding of the meeting, or an approval of the minutes
thereof. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any regular or special meeting of stockholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of such proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

         Attendance of a person at a meeting shall also constitute a waiver of
notice of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
if such objection is expressly made at the meeting.

         Section 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any annual or special meeting of stockholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares 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. All such consents shall be
filed with the secretary of the corporation and shall be maintained in the
corporate records. Any stockholder giving a written consent, or the
stockholder's proxy holders, or a transferee of the shares of a personal
representative of the stockholder of their respective proxy holders, may revoke
the consent by a writing received by the secretary of the corporation prior to
the time that written consents of the number of shares required to authorize the
proposed action have been filed with the secretary.

         Section 11. PROXIES. Every person entitled to vote for directors or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney in fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless revoked by
the person executing it, prior to the vote pursuant thereto, by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by the person executing the proxy; provided, however, that no such proxy shall
be valid after the expiration of six (6) months from the date of such proxy,
unless coupled with an interest, or unless the person executing it specifies
therein the length of time for which it is to continue in force, which in no
case shall exceed seven (7) years from the date of its execution. Subject to the
above and the provisions of Section 78.355 of the Nevada General Corporation
Law, any proxy duly executed is not revoked and continues in full force and
effect until an instrument revoking it or a duly executed proxy bearing a later
date is filed with the secretary of the corporation.

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         Section 12. INSPECTORS OF ELECTION. Before any meeting of stockholders,
the board of directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are appointed, the chairman of the meeting may, and on
the request of any stockholder or his proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one (1) or
three (3). If inspectors are appointed at a meeting on the request of one or
more stockholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by appointment by
the board of directors before the meeting, or by the chairman at the meeting.

         The duties of these inspectors shall be as follows:

         (a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;

         (b) Receive votes, ballots, or consents;

         (c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;

         (d) Count and tabulate all votes or consents;

         (e) Determine the election result; and

         (f) Do any other acts that may be proper to conduct the election or
vote with fairness to all stockholders.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. POWERS. Subject to the provisions of the Nevada General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

         Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have the
power and authority to:

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                  (a) Select and remove all officers, agents, and employees of
the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or these bylaws, fix
their compensation, and require from them security for faithful service.

                  (b) Change the principal executive office or the principal
business office from one location to another; cause the corporation to be
qualified to do business in any other state, territory, dependency, or foreign
country and conduct business within or without the State; designate any place
within or without the State for the holding of any stockholders' meeting, or
meetings, including annual meetings; adopt, make and use a corporate seal, and
prescribe the forms of certificates of stock, and alter the form of such seal
and of such certificates from time to time as in their judgment they may deem
best, provided that such forms shall at all times comply with the provisions of
law.

                  (c) Authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered, debts or
securities cancelled, tangible or intangible property actually received.

                  (d) Borrow money and incur indebtedness for the purpose of the
corporation, and cause to be executed and delivered therefor, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, or other evidences of debt and securities therefor.

         Section 2. NUMBER OF DIRECTORS. The number of directors which shall
constitute the whole board shall not be less than one (1) nor more than seven
(7). The exact number of authorized directors shall be set by resolution of the
board of directors, within the limits specified above. The maximum or minimum
number of directors cannot be changed, nor can a fixed number be substituted for
the maximum and minimum numbers, except by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw.

         Section 3. QUALIFICATION, ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the stockholders to hold
office until the next annual meeting, but if any such annual meeting is not held
or the directors are not elected at any annual meeting, the directors may be
elected at any special meeting of stockholders held for that purpose, or at the
next annual meeting of stockholders held thereafter. Each director, including a
director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and qualified
or until his earlier resignation or removal or his office has been declared
vacant in the manner provided in these bylaws. Directors need not be
stockholders.

         Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may
resign effective upon giving written notice to the chairman of the board, the
president, the secretary or the board of directors of the corporation, unless
the notice specifies a later time for the effectiveness of such resignation, in
which case such resignation shall be effective at the time specified. Unless
such resignation specifies otherwise, its acceptance by the corporation shall
not be necessary to make it effective. The board of directors may declare vacant
the office of a director who has been declared of unsound mind by an order of a
court or convicted of a felony. Any or all of the directors may be removed
without cause of such removal is approved by the affirmative vote of a majority
of the outstanding shares entitled to vote. No reduction of the authorized
number of directors shall have the effect of removing any director before his
term of office expires.

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         Section 5. VACANCIES. Vacancies in the board of directors, may be
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director. Each director so elected shall hold office until
the next annual meeting of the stockholders and until a successor has been
elected and qualified.

         A vacancy in the board of directors exists as to any authorized
position of directors which is not then filled by a duly elected director,
whether caused by death, resignation, removal, increase in the authorized number
of directors or otherwise.

         The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote. If the resignation of a director is effective at a
future time, the board of directors may elect a successor to take office when
the resignation becomes effective.

         If after the filling of any vacancy by the directors, the directors
then in office who have been elected by the stockholders shall constitute less
than a majority of the directors then in office, any holder or holders of an
aggregate of five percent or more of the total number of shares at the time
outstanding having the right to vote for such directors may call a special
meeting of the stockholders to elect the entire board. The term of office of any
director not elected by the stockholders shall terminate upon the election of a
successor.

         Section 6. PLACE OF MEETINGS. Regular meetings of the board of
directors shall be held at any place within or without the State of Nevada that
has been designated from time to time by resolution of the board. In the absence
of such designation, regular meetings shall be held at the principal executive
office of the corporation. Special meetings of the board shall be held at any
place within or without the State of Nevada that has been designated in the
notice of the meeting or, if not stated in the notice or there is not notice, at
the principal executive office of the corporation. Any meeting, regular or
special, may be held by conference telephone or similar communication equipment,
so long as all directors participating in such meeting can hear one another, and
all such directors shall be deemed to be present in person at such meeting.

         Section 7. ANNUAL MEETINGS. Immediately following each annual meeting
of stockholders, the board of directors shall hold a regular meeting for the
purpose of transaction of other business. Notice of this meeting shall not be
required.

         Section 8. OTHER REGULAR MEETINGS. Other regular meetings of the board
of directors shall be held without call at such time as shall from time to time
be fixed by the board of directors. Such regular meetings may be held without
notice, provided the notice of any change in the time of any such meetings shall
be given to all of the directors. Notice of a change in the determination of the
time shall be given to each director in the same manner as notice for special
meetings of the board of directors.

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         Section 9. SPECIAL MEETINGS. Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board or the president or any vice president or the secretary or any two
directors.

         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at his or her address as
it is shown upon the records of the corporation. In case such notice is mailed,
it shall be deposited in the United States mail at least four (4) days prior to
the time of the holding of the meeting. In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours prior to
the time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated to either the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.

         Section 10. QUORUM. A majority of the authorized number of directors
shall constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of
Section 78.140 of the Nevada General Corporation Law (approval of contracts or
transactions in which a director has a direct or indirect material financial
interest), Section 78.125 (appointment of committees), and Section 78.751
(indemnification of directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for such meeting.

         Section 11. WAIVER OF NOTICE. The transactions of any meeting of the
board of directors, 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, a consent to holding the
meeting or an approval of the minutes thereof. The waiver of notice of consent
need not specify the purpose of the meeting. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting shall also be deemed given to any
director who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director.

         Section 12. ADJOURNMENT. A majority of the directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.

         Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of such time and
place shall be given prior to the time of the adjourned meeting, in the manner
specified in Section 8 of this Article III, to the directors who were not
present at the time of the adjournment.

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         Section 14. ACTION WITHOUT MEETING. Any action required or permitted to
be taken by the board of directors may be taken without a meeting, if all
members of the board shall individually or collectively consent in writing to
such action. Such action by written consent shall have the same force and effect
as a unanimous vote of the board of directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the board.

         Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and members
of committees may receive such compensation, if any, for their services, and
such reimbursement of expenses, as may be fixed or determined by resolution of
the board of directors. Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for such services.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

                                   ARTICLE IV

                                   COMMITTEES

         Section 1. COMMITTEES OF DIRECTORS. The board of directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of one or more directors, to
serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committees, who may replace any absent
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution of the board, shall have all the authority of the
board, except with regard to:

                  (a) the approval of any action which, under the Nevada General
Corporation Law, also requires stockholders' approval or approval of the
outstanding shares;

                  (b) the filing of vacancies on the board of directors or in
any committees;

                  (c) the fixing of compensation of the directors for serving on
the board or on any committee;

                  (d) the amendment or repeal of bylaws or the adoption of new
bylaws;

                  (e) the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;

                  (f) a distribution to the stockholders of the corporation,
except at a rate or in a periodic amount or within a price range determined by
the board of directors; or

                  (g) the appointment of any other committees of the board of
directors or the members thereof.

         Section 2. MEETINGS AND ACTION BY COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III, Sections 6 (place of meetings), 8 (regular meetings),
9 (special meetings and notice), 10 (quorum), 11 (waiver of notice), 12
(adjournment), 13 (notice of adjournment) and 14 (action without meeting), with
such changes in the context of those bylaws as are necessary to substitute the


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committee and its members for the board of directors and its members, except
that the time or regular meetings of committees may be determined by resolutions
of the board of directors and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws. The committees shall keep regular minutes of their proceedings and
report the same to the board when required.

                                    ARTICLE V

                                    OFFICERS

         Section 1. OFFICERS. The officers of the corporation shall be a
president, a secretary and a treasurer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V. Any two or more offices may be held by the same
person.

         Section 2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article V, shall be chosen by the board of
directors, and each shall serve at the pleasure of the board, subject to the
rights, if any, of an officer under any contract of employment. The board of
directors at its first meeting after each annual meeting of stockholders shall
choose a president, a vice president, a secretary and a treasurer, none of whom
need be a member of the board. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

         Section 3. SUBORDINATE OFFICERS, ETC. The board of directors may
appoint, and may empower the president to appoint, such other officers as the
business of the corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided in the
bylaws or as the board of directors may from time to time determine.

         Section 4. REMOVAL AND RESIGNATION OF OFFICERS. The officers of the
corporation shall hold office until their successors are chosen and qualify.
Subject to the rights, if any, of an officer under any contract of employment,
any officer may be removed, either with or without cause, by the board of
directors, at any regular or special meeting thereof, or, except in case of an
officer chosen by the board of directors, by any officer upon whom such power or
removal may be conferred by the board of directors.

         Any officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Any such resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a party.

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         Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these bylaws for regular appointments to such
office.

         Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an
officer be elected, shall, if present, preside at all meetings of the board of
directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
bylaws. If there is no president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

         Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the board of directors to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and the officers of
the corporation. He shall preside at all meetings of the stockholders and, in
the absence of the chairman of the board, of if there be none, at all meetings
of the board of directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of directors
or the bylaws. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

         Section 8. VICE PRESIDENTS. In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a vice president designated by the board
of directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the bylaws, the president or the chairman of the board.

         Section 9. SECRETARY. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and shall record, keep
or cause to be kept, at the principal executive office or such other place as
the board of directors may order, a book of minutes of all meetings of
directors, committees of directors and stockholders, with the time and place of
holding, whether regular or special, and, if special, how authorized, the notice
thereof given, the names of those present at directors' and committee meetings,
the number of shares present or represented at stockholders' meetings, and the
proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

                                       11
<PAGE>

         The secretary shall give, or cause to be given, notice of all meetings
of stockholders and of the board of directors required by the bylaws or by law
to be given, and he shall keep the seal of the corporation in safe custody, as
may be prescribed by the board of directors or by the bylaws.

         Section 10. TREASURER. The treasurer shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to inspection by any director.

         The treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be designated
by the board of directors. He shall disburse the funds of the corporation as may
be ordered by the board of directors, shall render to the president and
directors, whenever they request it, an account of all of his transactions as
treasurer and of the financial condition of the corporation, and shall have
other powers and perform such other duties as may be prescribed by the board of
directors or the bylaws.

         If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                                   ARTICLE VI

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

         Section 1. ACTIONS OTHER THAN BY THE CORPORATION. The corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

                                       12
<PAGE>

         Section 2. ACTIONS BY THE CORPORATION. The corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

         Section 3. SUCCESSFUL DEFENSE. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
and 2, or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense.

         Section 4. REQUIRED APPROVAL. Any indemnification under Sections 1 and
2, unless ordered by a court or advanced pursuant to Section 5, must be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made:

                  (a) By the stockholders;

                  (b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding;

                  (c) If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or

                  (d) If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.

         Section 5. ADVANCE OF EXPENSES. The articles of incorporation, the
bylaws or an agreement made by the corporation may provide that the expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this section do
not affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or otherwise
by law.

                                       13
<PAGE>

         Section 6. OTHER RIGHTS. The indemnification and advancement of
expenses authorized in or ordered by a court pursuant to this Article VI:

                  (a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to Section 2 or for the
advancement of expenses made pursuant to Section 5, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.

                  (b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

         Section 7. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise for any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.

         Section 8. RELIANCE ON PROVISIONS. Each person who shall act as an
authorized representative of the corporation shall be deemed to be doing so in
reliance upon the rights of indemnification provided by this Article.

         Section 9. SEVERABILITY. If any of the provisions of this Article are
held to be invalid or unenforceable, this Article shall be construed as if it
did not contain such invalid or unenforceable provision and the remaining
provisions of this Article shall remain in full force and effect.

         Section 10. RETROACTIVE EFFECT. To the extent permitted by applicable
law, the rights and powers granted pursuant to this Article VI shall apply to
acts and actions occurring or in progress prior to its adoption by the board of
directors.

                                   ARTICLE VII

                                RECORDS AND BOOKS

         Section 1. MAINTENANCE OF SHARE REGISTER. The corporation shall keep at
its principal executive office, or at the office of its transfer agent or
registrar, if either be appointed and as determined by resolution of the board
of directors, a record of its stockholders, giving the names and addresses of
all stockholders and the number and class of shares held by each stockholder.

                                       14
<PAGE>

         Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep at its
principal executive office, or if its principal executive office is not in this
State at its principal business office in this State, the original or a copy of
the bylaws as amended to date, which shall be open to inspection by the
stockholders at all reasonable times during office hours. If the principal
executive office of the corporation is outside this state and the corporation
has no principal business office in this state, the secretary shall, upon the
written request of any stockholder, furnish to such stockholder a copy of the
bylaws as amended to date.

         Section 3. MAINTENANCE OF OTHER CORPORATE RECORDS. The accounting books
and records and minutes of proceedings of the stockholders and the board of
directors and any committee or committees of the board of directors shall be
kept at such place or places designated by the board of directors, or, in the
absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form.

         Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of this corporation and any subsidiary of this
corporation. Such inspection by a director may be made in person or by agent or
attorney and the right of inspection includes the right to copy and make
extracts. The foregoing rights of inspection shall extend to the records of each
subsidiary of the corporation.

         Section 4. ANNUAL REPORT TO STOCKHOLDERS. Nothing herein shall be
interpreted as prohibiting the board of directors from issuing annual or other
periodic reports to the stockholders of the corporation as they deem
appropriate.

         Section 5. FINANCIAL STATEMENTS. A copy of any annual financial
statement and any income statement of the corporation for each quarterly period
of each fiscal year, and any accompanying balance sheet of the corporation as of
the end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for twelve
(12) months.

         Section 6. ANNUAL LIST OF DIRECTORS, OFFICERS AND RESIDENT AGENTS. The
corporation shall, on or before December 31st of each year, file with the
Secretary of State of the State of Nevada, on the prescribed form, a list of its
officers and directors and a designation of its resident agent in Nevada.

                                  ARTICLE VIII

                            GENERAL CORPORATE MATTERS

         Section 1. RECORD DATE. For purposes of determining the stockholders
entitled to notice of any meeting or to vote 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 other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) days nor less than ten (10) days prior to the date of any such meeting nor
more than sixty (60) days prior to any other action, and in such case only


                                       15
<PAGE>

stockholders of record on the date so fixed 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 any shares on
the books of the corporation after the record date fixed as aforesaid, except as
otherwise provided in the Nevada General Corporation Law.

         If the board of directors does not so fix a record date:

                  (a) 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 business day next preceding
the day on which the meeting is held.

                  (b) The record date for determining stockholders entitled to
give consent to corporate action in writing without a meeting, when no prior
action by the board has been taken, shall be the day on which the first written
consent is given.

                  (c) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board adopts
the resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.

         Section 2. CLOSING OF TRANSFER BOOKS PROHIBITED. In connection with the
determination of stockholders entitled to notice of any meeting or to vote or
entitled to receive payment of any dividend or other distribution or allotment
of any rights or entitled to exercise any right in respect of any other lawful
action, the board of directors shall not close the stock transfer books of the
corporation for any reason but shall instead fix a record date for such
determination in the manner provided in Section 1 of Article VIII of these
bylaws.

         Section 3. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Nevada.

         Section 4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the board of directors.

         Section 5. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board
of directors, except as in the bylaws otherwise provided, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances; and, unless so authorized or
ratified by the board of directors or within the agency power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or to any amount.

                                       16
<PAGE>

         Section 6. STOCK CERTIFICATES. A certificate or certificates for shares
of the capital stock of the corporation shall be issued to each stockholder when
any such shares are fully paid, and the board of directors may authorize the
issuance of certificates or shares as partly paid provided that such
certificates shall state the amount of the consideration to be paid therefor and
the amount paid thereon. All certificates shall be signed in the name of the
corporation by the president or vice president and by the treasurer or an
assistant treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the stockholder.
When the corporation is authorized to issue shares of more than one class or
more than one series of any class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholders upon request and without charge, a
full or summary statement of the designations, preferences and relatives,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, and, if the corporation shall be authorized to issue only special stock,
such certificate must set forth in full or summarize the rights of the holders
of such stock. Any or all of the signatures on the certificate may be 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 such person were an
officer, transfer agent or registrar at the date of issue.

         No new certificate for shares shall be issued in place of any
certificate theretofore issued unless the latter is surrendered and cancelled at
the same time; provided, however, that a new certificate may be issued without
the surrender and cancellation of the old certificate if the certificate thereto
fore issued is alleged to have been lost, stolen or destroyed. In case of any
such allegedly lost, stolen or destroyed certificate, the corporation may
require the owner thereof or the legal representative of such owner to give the
corporation a bond (or other adequate security) sufficient to indemnify it
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

         Section 7. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if any,
may be declared by the board of directors at any regular or special meeting
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the articles of incorporation.

         Before payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sum or sums as the directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserves in the manner in which it was
created.

         Section 8. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

                                       17
<PAGE>

         Section 9. SEAL. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its incorporation and the words "Corporate
Seal, Nevada."

         Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
chairman of the board, the president, or any vice president, or any other person
authorized by resolution of the board of directors by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority herein granted to said
officers to vote or represent on behalf of the corporation any and all shares
held by the corporation in any other corporation or corporations may be
exercised by any such officer in person or by any person authorized to do so by
proxy duly executed by said officer.

         Section 11. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
Nevada General Corporation Law shall govern the construction of the bylaws.
Without limiting the generality of the foregoing, the singular number includes
the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be adopted or
these bylaws may be amended or repealed by the affirmative vote of a majority of
the outstanding shares entitled to vote, or by the written assent of
stockholders entitled to vote such shares, except as otherwise provided by law
or by the articles of incorporation.

         Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
stockholders as provided in Section 1 of this Article, bylaws may be adopted,
amended or repealed by the board of directors.


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<PAGE>



                  C E R T I F I C A T E  O F  S E C R E T A R Y
                  ---------------------------------------------


                  I, the undersigned, do hereby certify:

                  1. That I am the duly elected and acting secretary of AP
Henderson Group, a Nevada corporation; and

                  2. That the foregoing Amended and Restated Bylaws, comprising
eighteen (18) pages, constitute the Bylaws of said corporation as duly adopted
by the board of directors of said corporation by a Unanimous Written Consent
dated as of May 22, 2003.

                  IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 22nd day of May 2003.



                                                     /S/ RICHARD HENRY
                                                     -----------------
                                                     Richard Henry, Secretary


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