Exhibit 3.2.b.







                               AMENDED BYLAWS
                     OF VICEROY ACQUISITION CORPORATION



         Pursuant to the unanimous written consent of the Board of Directors
of VICEROY ACQUISITION CORPORATION. (the "Corporation") dated May 24th,
2006, the Bylaws are hereby amended as follows:

ARTICLE 6 of the Corporation's Bylaws is amended by adding new section 6.8
containing the following text:

"SECTION 6.8. TRANSFER OF SECURITIES. The Company will be required to refuse
to register any transfer of its securities not made in accordance with the
provisions of Rule 144A, Rule 144 (if available) or pursuant to registration
under the Securities Act of 1933 or another exemption from registration
under the Securities Act of 1933."