Exhibit 3.3

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                   UWINK, INC.

                               ARTICLE I: OFFICES

      The  principal  office of the  corporation  in the State of Utah  shall be
located in Salt Lake City,  Utah. The  corporation  may have such other offices,
either  within or  without  the State of Utah,  as the  Board of  Directors  may
designate or as the business of the Corporation may require from time to time.

      The  registered  office of the  Corporation  required by the Utah Business
Corporation  Act to be  maintained in the State of Utah may be, but need not be,
identical with the principal office in the State of Utah, and the address of the
registered may be changed from time to time by the Board of Directors.

                            ARTICLE II. SHAREHOLDERS

      Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on such  date and at such time as the Board of  Directors  shall  determine
which is within 90 days after the end of the year,  beginning with the year next
following the year of its  incorporation,  for the purpose of electing Directors
and for the  transaction  of such other business as may come before the meeting.
The day fixed for the annual  meeting  shall not be a legal holiday in the State
of Utah.  If the election of Directors  shall not be held on the day  designated
herein or any annual meeting of the shareholders, or at any adjournment thereof,
the Board of Directors  shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as conveniently may be.

      Section 2. Special Meetings.  Special meetings for the  shareholders,  for
any purpose of purposes,  unless otherwise  prescribed by statute, may be called
by the  President  or by the  Board of  Directors,  and  shall be  called by the
President  at the  request  of the  holders  of not less than  one-tenth  of all
outstanding shares of the Corporation entitled to vote at the meeting.

      Section 3. Place of Meeting.  The Board of  Directors  may  designate  any
place,  either  within or without the State of Utah, as the place of meeting for
any annual meeting or for any special  meeting called by the Board of Directors.
A waiver of notice signed by all shareholders  entitled to vote at a meeting may
designate any place either within or without the State of Utah, as the place for
the holding of such meeting.  If no designation is made, or if a special meeting
by otherwise  called,  the place of meeting shall be the principal office of the
corporation in the State of Utah.

      Section 4. Notice of Meeting.  Written notice  stating the place,  day and
hour of the meeting and, in case of a special  meeting,  the purpose of purposes
for which the meeting is called,  shall, unless otherwise prescribed by statute,
be  delivered  no less than ten nor more than fifty days  before the date of the
meeting,  either personally or by mail, by or at the direction of the president,
or the Secretary,  or the persons  calling the meeting,  to each  shareholder of
record entitled to vote at such meeting.  If mailed, such notice shall be deemed
to be  delivered  when  deposited in the United  States  mail,  addressed to the
shareholder  at his  address as it appears  on the stock  transfer  books of the
corporation, with postage thereon prepaid.

      Section 5.  Closing of Transfer  Books or Fixing of Record  Date.  For the
purpose  of  determining  shareholders  entitled  to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders  entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
shareholders  for any  other  proper  purpose,  the  Board of  Directors  of the
corporation  may  provide  that the stock  transfer  books shall be closed for a
stated period but not to exceed,  in any case, fifty days. If the stock transfer
books shall be closed for the purpose of  determining  shareholders  entitled to
notice of or to vote at a meeting of  shareholders,  such books  shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix, in advance,  a date as the
record date for any such determination of shareholders, such date in any case to
be not more than fifty days and, in case of a meeting of shareholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination of  shareholders,  is to be taken. If the stock transfer books are
not closed and no record  date is fixed for the  determination  of  shareholders
entitled to notice of or to vote at a meeting of  shareholders,  or shareholders
entitled  to receive  payment  of a  dividend,  the date on which  notice of the
meeting is mailed or the date on which the  resolution of the Board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such  determination  of  shareholders.  When a determination of shareholders
entitled  to vote at any  meeting of  shareholders  has been made as provided in
this section, such determination shall apply to any adjournment thereof.


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      Section 6. Voting  Lists.  The officer or agent having charge of the stock
transfer books for shares of the  corporation  shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof,  arranged in alphabetical  order, with the address of and the number of
shares held by each.  Such list shall be produced  and kept open at the time and
place of the meeting and shall be subject to the  inspection of any  shareholder
during the whole time of the meeting for the purposes thereof.

      Section 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of shareholders.  If less than a majority of the outstanding shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.  The shareholders  present at a duly organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders to leave less than a quorum.

      Section 8. Proxies.  At all meetings of  shareholders,  a shareholder  may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.

      Section 9. Voting of Shares.  Subject to the provisions of the Articles of
Incorporation,  each outstanding  share entitled to vote shall be entitle to one
vote upon each matter submitted to a vote at a meeting of shareholders.

      Section 10. Voting of Shares by Certain Holders. Shares outstanding in the
name of another corporation may be voted by such officer, agent or proxy and the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.

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

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

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

      Neither shares of its own stock held by the corporation, nor those held by
another  corporation  if a  majority  of the  shares  entitled  to vote  for the
election of directors  of such other  corporation  are held by the  corporation,
shall be voted at any  meeting  or counted in  determining  the total  number of
outstanding shares at any given time for purposes of any meeting.

      Section 11.  Informal  Action by  Shareholders.  Any action required to be
taken at a meeting of the  shareholders,  or any action  which may be taken at a
meeting  of the  shareholders,  may be taken  without a meeting  if a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

      Section 1. General  Powers.  The  business and affairs of the  corporation
shall be managed by its Board of Directors.


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      Section 2. Number,  Tenure and Qualifications.  The number of directors of
the  corporation  shall be not less  than  three  (3) or more  than  nine (9) as
determined, from time to time, by the Board of Directors. The number of original
directors shall be as set forth in the Articles of Incorporation.  Each Director
shall hold office until the next annual  meeting of  shareholders  and until his
successor shall have been elected and qualified. Directors need not be residents
of the State of Utah or shareholders of the corporation.

      Section 3. Regular  Meetings.  A regular meeting of the Board of Directors
shall be called without other notice than this by-law  immediately after, and at
the same place as, the annual  meeting of  shareholders.  The Board of Directors
may provide,  by  resolution,  the time and place,  either within or without the
State of Utah,  for the holding of  additional  regular  meetings  without other
notice than such resolution.

      Section 4. Special  Meetings.  Special  meetings of the Board of Directors
may be called by or at the request of the  President or any two  Directors.  The
person or persons  authorized to call special meetings of the Board of Directors
may fix any place,  either within or without the State of Utah, as the place for
holding any special meeting of the Board of Directors called by them.

      Section 5. Notice.  Notice of any special  meeting shall be given at least
two days previously  thereto by written notice  delivered  personally  mailed to
each Director at his business address,  or by telegram.  If mailed,  such notice
shall be deemed to be delivered  when  deposited in the United  States mail,  so
addressed,  with postage thereon prepaid.  If notice be given by telegram,  such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company.  Any Director may waive notice of any meeting. The attendance
of a Director at a meeting shall  constitute a waiver of notice of such meeting,
except where a Director  attends a meeting for the express  purpose of objecting
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 Board of  Directors  need be specified in the
notice or waiver of notice of such meeting.

      Section 6. Quorum.  A majority of the number of Directors fixed by section
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than such majority is present
at a meeting,  a majority of the Directors  present may adjourn the meeting from
time to time without further notice.

      Section 7.  Manner of Acting.  The act of the  majority  of the  Directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors. Any action which may be taken at a meeting of the directors may be
taken  without a meeting if a consent in  writing,  setting  forth the action so
taken, shall be signed by all of the directors.

      Section 8. Vacancies.  Any vacancy occurring in the Board of Directors may
be filled by the  affirmative  vote of a  majority  of the  remaining  Directors
though less than a quorum of the Board of Directors.  A Director elected to fill
a vacancy shall be elected for the unexpired term of his  predecessor in office.
Any  directorship  to be filled by election by the Board of Directors for a term
of  office  continuing  only  until  the  next  election  of  Directors  by  the
shareholders.

      Section 9.  Compensation.  By resolution  of the Board of Directors,  each
Director may be paid his expenses,  if any, of attendance at each meeting of the
Board of Directors or both.  No such payment  shall  preclude any Director  from
serving  the  corporation  in any  other  capacity  and  receiving  compensation
therefor.

      Section 10.  Presumption of Assent.  A Director of the  corporation who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent  shall be entered in the  minutes of the meeting or unless he shall
file his written  dissent to such action with the person acting as the Secretary
of the meeting before the  adjournment  thereof or shall forward such dissent by
registered  mail to the  Secretary  of the  corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a Director
who voted in favor of such action.

                              ARTICLE IV. OFFICERS.

      Section 1. Number.  The officers of the corporation  shall be a president,
or more  Vice-Presidents  (the number  thereof to be  determined by the Board of
Directors),  a Secretary,  and a Treasurer,  each of who shall be elected by the
Board of Directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices  may be held by the same  person,  except the offices of  President  and
Secretary.


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      Section 2. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors  shall be elected  annually by the Board of
Directors at the first meeting of the Board of Directors  held after each annual
meeting of the  shareholders.  If the election of officers  shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each  officer  shall hold office  until his  successor  shall have been duly
elected and shall have  qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.

      Section 3.  Removal.  Any  officer or agent may be removed by the Board of
Directors  whenever in its judgment,  the best interests of the corporation will
be served thereby,  but such removal shall be without  prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself create contract rights.

      Section  4.  Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

      Section 5.  President.  The  President  shall be the  principal  executive
officer  of the  corporation  and,  subject  to the  control  of  the  Board  of
Directors,  shall in general  supervise  and  control  all of the  business  and
affairs of the corporation.  He shall,  when present,  preside at all meeting of
the shareholders and of the Board of Directors.  He may sign, with the Secretary
or any other proper officer of the corporation thereunto authorized by the Board
of  Directors,  certificates  for the  shares  of the  corporation,  any  deeds,
mortgages,  bonds,  contracts, or other instruments which the Board of Directors
has  authorized to be executed,  except in cases where the signing and execution
thereof  shall be expressly  delegated by the Board of Directors or by these By-
Laws to some other officer or agent of the corporation,  or shall be required by
law to be otherwise signed or executed;  and in general shall perform all duties
incident to the office of President  and such other duties as may be  prescribed
by the Board of Directors from time to time.

      Section 6. The Vice-Presidents.  In the absence of the President or in the
event of his death,  inability or refusal to act, the  Vice-President (or in the
event there be more than one  Vice-President,  the  Vice-President  in the order
designated at the time of their election,  or in the absence of any designation,
then in the order of their  election) shall perform 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. Any Vice-President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the corporation; and shall
perform  such other  duties as from time to time may be  assigned  to him by the
President or by the Board of Directors.

      Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the
proceedings  of the  shareholders  and of the Board of  Directors in one or more
books  provided  for that  purpose;  (b) see that all  notices are duly given in
accordance  with the  provisions  of these By-Laws or as required by law; (c) be
custodian of the corporate  records and of the seal of the  corporation  and see
that the seal of the  corporation  is affixed to all  documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register  of the post  office  address  of each  shareholder;  (e) sign with the
President, or a Vice-President,  certificates for shares of the corporation, the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors;  (f)  have  general  charge  of  the  stock  transfer  books  of  the
corporation;  and (g) in general  perform  all duties  incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the President or by the Board of Directors.

      Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  corporation;  (b)
receive and give receipts for money due and payable to the corporation  from any
source whatsoever,  and deposit all such money in the name of the corporation in
such  banks,  trust  companies  or other  depositaries  as shall be  selected in
accordance with the provisions of Article V of these By-Laws; and (c) in general
perform  all of the duties  incident to the office of  Treasurer  and such other
duties as from time to time may be  assigned to him by the  President  or by the
Board of Directors.  If required by the Board of Directors,  the Treasurer shall
give a bond for the  faithful  discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

      Section 9. Assistant Secretaries and Assistant  Treasurers.  The Assistant
Secretaries,  when  authorized  by the  Board of  Directors,  may sign  with the
President or a  Vice-President  certificates  for shares of the  corporation the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors.  The Assistant Treasurers shall respectively if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers,  in general,  shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the president or the Board of Directors.


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      Section 10.  Salaries.  The salaries of the  officers  shall be fixed from
time to time by the Board of Directors  and no officer  shall be prevented  from
receiving  such  salary by reason of the fact that he is also a Director  of the
corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

      Section 1. Contracts.  The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  corporation,  and such authority
may be general or confined to specific instances.

      Section  2.  Loans.  No  loans  shall  be  contracted  on  behalf  of  the
corporation and no evidences of indebtedness  shall be issued in its name unless
authorized  by a resolution  of the Board of  Directors.  Such  authority may be
general or confined to specific instances.

      Section 3. Checks,  Drafts,  etc. All checks,  drafts, or other orders for
the payment of money,  notes or other  evidences of  indebtedness  issued in the
name of the corporation,  shall be signed by such officer of officers,  agent or
agents  of the  corporation  and in such  manner  as shall  from time to time be
determined by resolution of the Board of Directors.

      Section 4. Deposits.  All funds of the corporation not otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositaries  as the Board of  Directors  may
select.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

      Section 1. Certificates for Shares.  Certificates  representing  shares of
the  corporation  shall be in such form as shall be  determined  by the Board of
Directors.   Such   certificates   shall  be  signed  by  the   President  or  a
Vice-President  and by the  Secretary or an Assistant  Secretary and sealed with
the corporate seal or a facsimile thereof.  The signatures of such officers upon
a certificate may be facsimile if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or one of
its employees.  All certificates  for shares shall be consecutively  numbered or
otherwise  identified.  The name and  address  of the  person to whom the shares
represented  thereby  are  issued,  with the number of shares and date of issue,
shall  be  entered  on  the  stock  transfer  books  of  the  corporation.   All
certificates  surrendered to the corporation for transfer shall be cancelled and
no new  certification  shall be issued until the former  certificate  for a like
number of shares shall have been surrendered and cancelled,  except that in case
of a lost,  destroyed or mutilated  certificate a new one may be issued therefor
upon such terms and indemnity to the  corporation  as the Board of Directors may
prescribe.

      Section 2. Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock  transfer  books of the  corporation  by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer,  or by his attorney  thereunto  authorized by power of
attorney duly executed and filed with the Secretary of the  Corporation,  and on
surrender for  cancellation of the  certificate  for such shares.  The person in
whose name shares stand on the books of the  Corporation  shall be deemed by the
Corporation to be the owner thereof for all purposes.

                            ARTICLE VII. FISCAL YEAR

      The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty-first day of December in each year.

                             ARTICLE VIII. DIVIDENDS

      The Board of Directors may, from time to time, declare the Corporation may
pay dividends on its  outstanding  shares in the manner,  and upon the terms and
conditions provided by law and its Articles of Incorporation.

                           ARTICLE IX. CORPORATE SEAL

      The Board of Directors shall provide a corporate seal.


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                           ARTICLE X. WAIVER OF NOTICE

      Whenever  notice is required to be given to any shareholder or director of
the Corporation under the provisions of these By-Laws or under the provisions of
the  Articles of  Incorporation  or under the  provisions  of the Utah  Business
Corporation  Act, a waiver  thereof  in writing  signed by the person or persons
entitled to such notice,  whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

                             ARTICLE XI. AMENDMENTS

      These  By-Laws may be altered,  amended or repealed and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

                 ARTICLE XII. PROCEDURE FOR CONDUCTING MEETINGS

      All  shareholder  and director  meetings  shall be conducted in accordance
with the rules and procedures set forth in the most current  edition of Roberts'
Rules of Order.

                                        uWINK, INC.:

                                        By: /s/ Nolan K. Bushnell
                                            Nolan K. Bushnell, President



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                            CERTIFICATE OF SECRETARY

         I, the undersigned,  certify that I am the presently elected and acting
secretary  of  uWink,  Inc.,  a Utah  corporation,  and  the  foregoing  bylaws,
consisting of 9 pages,  including this page, are the bylaws of this  corporation
as adopted by unanimous written consent of the board of directors dated December
4, 2003. Executed at Los Angeles, California on December 5,2003.


                                            /s/ Kathy Ordonez
                                            ----------------------------
                                            Kathy Ordonez, Secretary




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