Exhibit 3.2 Bylaws


                                    EXHIBIT B

                                     BYLAWS

                                       OF

                             Innovative Designs Inc.
                             A Delaware Corporation

                            ARTICLE 1 -- SHAREHOLDERS

1.1 Annual Meeting. A meeting of shareholders shall be held each year for the
election of directors and for the transaction of any other business that may
come before the meeting. The time and place of the meeting shall be designated
by the Board of Directors.

1.2 Special Meeting. Special meetings of the shareholders, for any purpose or
purposes, shall be held when directed by the President, or 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.

1.3 Place of Meeting. The Board of Directors may designate any place, either
within or without the state of Delaware, as the place of meeting for any annual
or special meeting of the shareholders. If no designation is made, the place of
meeting shall be the principal office of the corporation in the state of
Delaware.

1.4 Action Without a Meeting. Unless otherwise provided in the articles of
incorporation, action required or permitted to be taken at any meeting of the
shareholders may be taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding shares of each voting
group entitled to vote on it having not less than the minimum number of votes
with respect to each voting group that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
were present and voted. In order to be effective, the action must be evidenced
by one or more written consents describing the action taken, dated and signed by
approving shareholders having the requisite number of votes of each voting group
entitled to vote, and delivered to the corporation at its principal office in
Delaware or its principal place of business, or to the corporate secretary or
another office or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. No written consent shall
be effective to take corporate action unless, within 60 days of the date of the
earliest dated consent delivered in the manner required by this section, written
consents signed by the number of holders required to take action are delivered
to the corporation.

Any written consent may be revoked before the date that the corporation receives
the required number of consents to authorize the proposed action. No revocation
is effective unless in writing and until received by the corporation at its
principal office or its principal place of business, or received by the
corporate secretary or other officer or agent of the corporation having custody
of the book in which proceedings of meetings of shareholders are recorded.






Within 10 days after obtaining authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action. The notice shall fairly summarize the material
features of the authorized action and, if the action is one for which
dissenters' rights are provided under the articles of incorporation or by law,
the notice shall contain a clear statement of the right of dissenting
shareholders to be paid the fair value of their shares on compliance with
applicable law.

A consent signed as required by this section has the effect of a meeting vote
and may be described as such in any document.

Whenever action is taken as provided in this section, the written consent of the
shareholders consenting or the written reports of inspectors appointed to
tabulate such consents shall be filed with the minutes of proceedings of
shareholders.

1.5 Notice of Meeting. Except as provided by law, written or printed notice
stating the place, day, and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than 10 nor more than 60 days before the date of the meeting,
either personally or by first-class mail, by, or at the direction of, the
president or the secretary, or the officer or other persons calling the meeting,
to each shareholder of record entitled to vote at the meeting. If the notice is
mailed at least 30 days before the date of the meeting, it may be effected by a
class of United States mail other than first-class. If mailed, the notice shall
be effective when mailed, if mailed postage prepaid and correctly addressed to
the share holder's address shown in the current record of shareholders of the
corporation.

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

1.6 Waiver of Notice of Meeting. Whenever any notice is required to be given to
any shareholder, a waiver in writing signed by the person or persons entitled to
such notice, whether signed before, during, or after the time of the meeting and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records, shall be equivalent to the giving of such notice. Attendance
of a person at a meeting shall constitute a waiver of (a) lack of or defective
notice of the meeting, unless the person objects at the beginning of the meeting
to the holding of the meeting or the transacting of any business at the meeting,
or (b) lack of defective notice of a particular matter at a meeting that is not
within the purpose or purposes described in the meeting notice, unless the
person objects to considering the matter when it is presented.






1.7 Fixing of Record Date. In order that the corporation may determine the
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to demand a special meeting, the board of directors may
fix, in advance, a record date, not more than 70 days before the date of the
meeting or any other action. A determination of shareholders of record entitled
to notice of, or to vote at, a meeting of shareholders shall apply to any
adjournment of the meeting unless the board fixes a new record date, which it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.

If no prior action is required by the board, the record date for determining
shareholders entitled to take action without a meeting is the date the first
signed written consent is delivered to the corporation under Section 1.4 of this
Article.

1.8 Voting Record. After fixing a record date for a meeting of shareholders, the
corporation shall prepare an alphabetical list of the names of all its
shareholders entitled to notice of the meeting, arranged by voting group with
the address of, and the number, class, and series, if any, of shares held by,
each shareholder. The shareholders' list must be available for inspection by any
shareholder for a period of 10 days before the meeting or such shorter time as
exists between the record date and the meeting and continuing through the
meeting at the corporation's principal office, at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the corporation's transfer agent or registrar. Any shareholder of the
corporation or the shareholder's agent or attorney is entitled on written demand
to inspect the shareholders' list during regular business hours and at the
shareholder's expense, during the period it is available for inspection.

The corporation shall make the shareholders' list available at the meeting of
shareholders, and any shareholder or the shareholder's agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.

1.9 Voting Per Share. Except as otherwise provided in the articles of
incorporation or by applicable law, each shareholder is entitled to one vote for
each outstanding share held by him or her on each matter voted at a
shareholders' meeting.

1.10 Voting of Shares. A shareholder may vote at any meeting of shareholders of
the corporation, either in person or by proxy.

Shares standing in the name of another corporation, domestic or foreign, may be
voted by the officer, agent, or proxy designated by the bylaws of the corporate
shareholder or, in the absence of any applicable bylaw, by a person or persons
designated by the board of directors of the corporate shareholder. In the
absence of any such designation or, in case of conflicting designation by the
corporate shareholder, the chairman of the board, the president, any vice
president, the secretary, and the treasurer of the corporate shareholder, in
that order, shall be presumed to be fully authorized to vote the shares.

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





Shares held by, or under the control of, a receiver, a trustee in bankruptcy
proceedings, or an assignee for the benefit of creditors may be voted by such
person without the transfer into his or her name.

If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one of the persons votes, in person or by proxy, that act binds all; (b) if more
than one votes, in person or by proxy, the act of the majority so voting binds
all; (c) if more than one votes, in person or by proxy, but the vote is evenly
split on any particular matter, each faction is entitled to vote the share or
shares in question proportionally; or (d) if the instrument or order so filed
shows that any such tenancy is held in unequal interest, a majority or a vote
evenly split for purposes hereof shall be a majority or a vote evenly split in
interest. The principles of this paragraph shall apply, as far as possible, to
execution of proxies, waivers, consents, or objections and for the purpose of
ascertaining the presence of a quorum.

1.11 Proxies. Any shareholder of the corporation, other person entitled to vote
on behalf of a shareholder under applicable law, or attorney-in-fact for such
persons, may vote the shareholder's shares in person or by proxy. Any
shareholder may appoint a proxy to vote or otherwise act for him or her by
signing an appointment form, either personally or by an attorney-in-fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic, or equivalent reproduction of an
appointment form, shall be deemed a sufficient appointment form.

An appointment of a proxy is effective when received by the secretary of the
corporation or such other officer or agent authorized to tabulate votes, and
shall be valid for up to 11 months, unless a longer period is expressly provided
in the appointment form.

The death or incapacity of the shareholder appointing a proxy does not affect
the right of the corporation to accept the proxy's authority unless notice of
the death or incapacity is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises authority under the
appointment.

An appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.






1.12 Quorum. Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Except as otherwise provided in the articles of incorporation or by
law, a majority of the shares entitled to vote on the matter by each voting
group, represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, but in no event shall a quorum consist of less than one
third of the shares of each voting group entitled to vote. If less than a
majority of outstanding shares entitled to vote is represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice. After a quorum has been established at any shareholders'
meeting, the subsequent withdrawal of shareholders, so as to reduce the number
of shares entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.

1.13 Manner of Action. If a quorum is present, action on a matter (other than
the election of directors) by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless a greater or lesser number of affirmative votes is required by
the articles of incorporation or by law.

1.14 Voting for Directors. Unless otherwise provided in the articles of
incorporation, directors will be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

1.15 Inspectors of Election. Before each shareholders' meeting, the board of
directors or president shall appoint one or more inspectors of election. On
appointment, each inspector shall take and sign an oath to faithfully execute
the duties of inspector at the meeting with strict impartiality and to the best
of his or her ability. Inspectors shall determine the number of shares
outstanding, the number of shares present at the meeting, and whether a quorum
is present. The inspectors shall receive votes and ballots and determine all
challenges and questions as to the right to vote. The inspectors shall count and
tabulate all votes and ballots and determine the result. Inspectors shall
perform other duties as are proper to conduct elections of directors and votes
on other matters with fairness to all shareholders. Inspectors shall make a
certificate of the results of elections of directors and votes on other matters.
No inspector shall be a candidate for election as a director of the corporation.


                         ARTICLE 2 -- BOARD OF DIRECTORS

2.1 General Powers. Except as provided in the articles of incorporation and by
law, all corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the direction
of, its board of directors.

2.2 Number, Terms, Classification, and Qualification. The board of directors of
the corporation shall consist of a minimum of one (1) person. The number of
directors may at any time and from time to time be increased or decreased by
action of either the shareholders or the board of directors, but no decrease in
the number of directors shall have the effect of shortening the term of any
incumbent director. A director must be a natural person of at least 18 years of
age, but need not be a citizen of the United States of America, a resident of
the state of Delaware, or a shareholder of the corporation. Each director shall
hold office until a successor has been elected and qualified or until an earlier
resignation, removal from office, or death.






2.3 Regular Meetings. An annual regular meeting of the board of directors shall
be held without notice immediately after, and at the same place as, the annual
meeting of the shareholders and at such other time and place as may be
determined by the board of directors. The board may, at any time and from time
to time, provide by resolution the time and place, either within or without the
state of Delaware, for the holding of the annual regular meeting or additional
regular meeting of the board without other notice than the resolution.

2.4 Special Meetings. Special meetings of the board of directors may be called
by the chairman of the board, the president, or any two directors.

The person or persons authorized to call special meetings of the board may
designate any place, either within or without the state of Delaware, as the
place for holding any special meeting of the board called by them. If no
designation is made, the place of the meeting shall be the principal office of
the corporation in Delaware.

Notice of any special meeting of the board may be given by any reasonable means,
oral or written, and at any reasonable time before the meeting. The
reasonableness of notice given in connection with any special meeting of the
board shall be determined in light of all pertinent circumstances. It shall be
presumed that notice of any special meeting given at least two days before the
meeting either orally (by telephone or in person), or by written notice
delivered personally or mailed to each director at his or her business or
residence address, is reasonable. If mailed, the notice of any special meeting
shall be deemed to be delivered on the second day after it is deposited in the
United States mail, so addressed, with postage prepaid. If notice is given by
telegram, it shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Neither the business to be transacted at, nor the purpose
or purposes of, any special meeting need be specified in the notice or in any
written waiver of notice of the meeting.

2.5 Waiver of Notice of Meeting. Notice of a meeting of the board of directors
need not be given to any director who signs a written waiver of notice before,
during, or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of the meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting, and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly on arrival at the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

2.6 Quorum. A majority of the number of directors fixed by, or in the manner
provided in, these bylaws shall constitute a quorum for the transaction of
business; provided, however, that whenever, for any reason, a vacancy occurs in
the board of directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled.

2.7 Manner of Action. The act of a majority of the directors present at a
meeting at which a quorum is present when the vote is taken shall be the act of
the board of directors.






2.8 Presumption of Assent. A director of the corporation who is present at a
meeting of the board of directors or a committee of the board when corporate
action is taken shall be presumed to have assented to the action taken, unless
he or she objects at the beginning of the meeting, or promptly on arrival, to
holding the meeting or transacting specific business at the meeting, or he or
she votes against or abstains from the action taken.

2.9 Action Without a Meeting. Any action required or permitted to be taken at a
meeting of the board of directors or a committee of it may be taken without a
meeting if a consent in writing, stating the action so taken, is signed by all
the directors. Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a different effective
date. A consent signed under this section shall have the effect of a meeting
vote and may be described as such in any document.

2.10 Meetings by Means of Conference Telephone Call or Similar Electronic
Equipment. Members of the board of directors may participate in a meeting of the
board by means of a conference telephone call or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation by such means constitutes presence in person at a
meeting.

2.11 Resignation. Any director may resign at any time by giving written notice
to the corporation, the board of directors, or its chairman. The resignation of
any director shall take effect when the notice is delivered unless the notice
specifies a later effective date, in which event the board may fill the pending
vacancy before the effective date if it provides that the successor does not
take office until the effective date.

2.12 Removal. Any director, or the entire board of directors, may be removed at
any time, with or without cause, by action of the shareholders, unless the
articles of incorporation provide that directors may be removed only for cause.
If a director was elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
director. The notice of the meeting at which a vote is taken to remove a
director must state that the purpose or one of the purposes of the meeting is
the removal of the director or directors.

2.13 Vacancies. Any vacancy in the board of directors, including any vacancy
created by an increase in the number 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, or by the shareholders.

2.14 Compensation. Each director may be paid the expenses, if any, of attendance
at each meeting of the board of directors, and may be paid a stated salary as a
director or a fixed sum for attendance at each meeting of the board of directors
or both, as may from time to time be determined by action of the board of
directors. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation for those services.


                ARTICLE 3 -- COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors, by resolution adopted by a majority of the full board,
may designate from among its members an executive committee and one or more
other committees, each of which, to the extent provided in the resolution, shall
have and may exercise all the authority of the board of directors, except as
prohibited by law.






Each committee must have two or more members who serve at the pleasure of the
board. The board of directors, by resolution adopted in accordance with this
article, may designate one or more directors as alternate members of any
committee, who may act in the place and stead of any absent member or members at
any meeting of the committee.

                              ARTICLE 4 -- OFFICERS

4.1 Officers. The officers of the corporation shall be a president, a vice
president, a secretary, a treasurer, and any other officers and assistant
officers as may be deemed necessary, and as shall be approved, by the board of
directors. Any two or more offices may be held by the same person.






4.2 Appointment and Term of Office. The officers of the corporation shall be
appointed annually by the board of directors at the first meeting of the board
held after the shareholders' annual meeting. If the appointment of officers does
not occur at this meeting, the appointment shall occur as soon thereafter as
practicable. Each officer shall hold office until a successor has been duly
appointed and qualified, or until an earlier resignation, removal from office,
or death.

4.3 Resignation. Any officer of the corporation may resign from his or her
respective office or position by delivering notice to the corporation. The
resignation is effective when delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the
corporation accepts the future effective date, the board of directors may fill
the pending vacancy before the effective date if the board provides that the
successor does not take office until the effective date.

4.4 Removal. Any officer of the corporation may be removed from his or her
respective office or position at any time, with or without cause, by the board
of directors.

4.5 President. The president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors,
generally supervise and control all of the business and affairs of the
corporation, and preside at all meetings of the shareholders, the board of
directors, and all committees of the board of directors on which he or she may
serve. In addition, the president shall possess, and may exercise, such power
and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors, and as are incident to the
offices of president and chief executive officer.

4.6 Vice Presidents. Each vice president shall possess, and may exercise, such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors.

4.7 Secretary. The secretary shall keep the minutes of the proceedings of the
shareholders and of the board of directors in one or more books provided for
that purpose; see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; be custodian of the corporate
records and the seal of the corporation; and keep a register of the post office
address of each shareholder of the corporation. In addition, the secretary shall
possess, and may exercise, such power and authority, and shall perform such
duties, as may from time to time be assigned to him or her by the board of
directors and as are incident to the office of secretary.






4.8 Treasurer. The treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the corporation; 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 used by the
corporation. In addition, the treasurer shall possess, and may exercise such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors and as are incident to the
office of treasurer.

4.9 Other Officers, Employees, and Agents. Each and every other officer,
employee, and agent of the corporation shall possess, and may exercise, such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the board of directors, the officer appointing him or
her, and such officer or officers who may from time to time be designated by the
board to exercise supervisory authority.

4.10 Compensation. The compensation of the officers of the corporation shall be
fixed from time to time by the board of directors.


                       ARTICLE 5 -- CERTIFICATES OF STOCK

5.1 Certificates for Shares. The board of directors shall determine whether
shares of the corporation shall be uncertificated or certificated. If
certificated shares are issued, certificates representing shares in the
corporation shall be signed (either manually or by facsimile) by any one (1) of
the following:
o   the president;
o   the vice president;
o   the secretary; or
o   the Chief Executive Officer.

The certificates may be sealed with the seal of the corporation or a facsimile
thereof. A certificate that has been signed by an officer or officers who later
ceases to be such officer shall be valid.

5.2 Transfer of Shares; Ownership of Shares. Transfers of shares of stock of the
corporation shall be made only on the stock transfer books of the corporation,
and only after the surrender to the corporation of the certificates representing
such shares. Except as provided by applicable law, 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, and the corporation shall not be bound
to recognize any equitable or other claim to, or interest in, such shares on the
part of any other person, whether or not it shall have express or other notice
thereof.





5.3 Lost Certificates. The corporation shall issue a new stock certificate in
the place of any certificate previously issued if the holder of record of the
certificate (a) makes proof in affidavit form that the certificate has been
lost, destroyed, or wrongfully taken; (b) requests the issuance of a new
certificate before the corporation has notice that the lost, destroyed, or
wrongfully taken certificate has been acquired by a purchaser for value in good
faith and without notice of any adverse claim; (c) at the discretion of the
board of directors, gives bond in such form and amount as the corporation may
direct, to indemnify the corporation, the transfer agent, and the registrar
against any claim that may be made on account of the alleged loss, destruction,
or theft of a certificate; and (d) satisfies any other reasonable requirements
imposed by the corporation.


      ARTICLE 6 -- ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS

Unless otherwise directed by the board of directors, the president or a designee
of the president shall have power to vote and otherwise act on behalf of the
corporation, in person or by proxy, at any meeting of shareholders of, or with
respect to any action of shareholders of, any other corporation in which this
corporation may hold securities and to otherwise exercise any and all rights and
powers that the corporation may possess by reason of its ownership of securities
in other corporations.


                             ARTICLE 7 -- AMENDMENTS

These bylaws may be altered, amended, or repealed, and new bylaws may be
adopted, by action of the board of directors, subject to the limitations of
Delaware law. The shareholders of the corporation may alter, amend, or repeal
these bylaws or adopt new bylaws even though these bylaws also may be amended or
repealed by the board of directors.


                           ARTICLE 8 -- CORPORATE SEAL

The board of directors shall provide for a corporate seal which shall be
circular and shall have the name of the corporation, the year of its
incorporation, and the state of incorporation inscribed on it.


                           ARTICLE 9 -- INDEMNIFCATION

The corporation shall subject to the provisions of Delaware Corporation Law,
indemnify any person against liabilities and other expenses incurred as the
result of defending or administering any pending or anticipated legal issue in
connection with service to the corporation if it is determined that person acted
in good faith and in a manner which he reasonably believed was in the best
interest of the corporation