**AMENDED
      AND RESTATED**





**BYLAWS**





**OF**





**O2DIESEL
      CORPORATION**







**SECTION
      1.   OFFICES**





1.1. Registered
      Office . The
      registered office of O2Diesel Corporation (“Corporation”) in the State of
      Delaware is located at the Corporation Services Company, 2711 Centerville
      Road, Wilmington, Delaware 19808.





1.2. Principal
      Office . The
      principal office of the Corporation shall be located at the principal place
      of
      business of such other place as the Board of Directors (“Board” and each a
“Director”) may designate. The Corporation may have such other offices as the
      Board may designate or as the business of the Corporation may require.





**SECTION
      2.   STOCKHOLDERS**




2.1. Annual
      Meeting . The
      annual meeting of the stockholders to elect Directors and transact such other
      business as may properly come before the meeting shall be held on a date not
      more than 180 days after the end of the Corporation’s fiscal year, such date and
      time to be determined by the Board.




2.2. Special
      Meetings . Special
      meetings of the stockholders may be called at any time by the President or
      a
      majority of the Board.




2.3. Date,
      Time and Place of Meeting . Except
      as
      otherwise provide in these Bylaws, all meetings of stockholders, including
      those
      held pursuant to demand by stockholders, shall be held on such date and at
      such
      time and place designated by or at the direction of the Board.




2.4. Notice
      of Meeting . Written
      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 given by or at the direction of the Board, the Chairman of the Board, the
      President or the Secretary to each stockholder entitled to notice of or to
      vote
      at the meeting not less than 10 nor more than 60 days before the meeting, except
      that notice of a meeting to act on an amendment to the Certificate of
      Incorporation, a plan of merger or share exchange, the sale, lease, exchange
      or
      other disposition of all or substantially all of the Corporation’s assets other
      than in the regular course of business or the dissolution of the Corporation
      shall be given not less than 20 or more than 60 days before such meeting. If
      an
      annual or special stockholders’ meeting is adjourned to a different date, time
      or place, no notice of the new date, time or place is required if they are
      announced at the meeting before adjournment. If a new record date for the
      adjourned meeting is or must be fixed, notice of the adjourned meeting must
      be
      given to stockholders entitled to notice of or to vote as of the new record
      date.









Such
      notice may be transmitted by mail, private carrier, personal delivery,
      telegraph, teletype or communications equipment that transmits a facsimile
      of
      the notice. If those forms of written notice are impractical in the view of
      the
      Board, the Chairman of the Board, the President or the Secretary, written notice
      may be transmitted by an advertisement in a newspaper of general circulation
      in
      the area of the Corporation’s principal office. If such notice is mailed, it
      shall be deemed effective when deposited in the official government mail,
      first-class postage prepaid, properly addressed to the stockholder at such
      stockholder’s address as it appears in the Corporation’s current record of
      stockholders. Notice given in any other manner shall be deemed effective when
      dispatched to the stockholder’s address, telephone number or other number
      appearing on the records of the Corporation. Any notice given by publication
      as
      herein provided shall be deemed effective five days after first publication.




2.5. Waiver
      of Notice . Whenever
      any notice is required to be given by an stockholder under the provisions of
      these Bylaws, the Certificate of Incorporation or the General Corporation Law
      of
      Delaware (“DGCL”), a waiver of notice in writing, signed by the person or
      persons entitled to such notice and delivered to the Corporation, whether before
      or after the date and time of the meeting or before or after the action to
      be
      taken by consent is effective, shall be deemed equivalent to the giving of
      such
      notice. Further, notice of the time, place and purpose of any meeting will
      be
      deemed to be waived by any stockholder by attendance in person or by proxy,
      unless such stockholder at the beginning of the meeting objects to holding
      the
      meeting or transacting business at the meeting.




2.6. Fixing
      of Record Date for Determining Stockholders . For
      the
      purpose of determining stockholders entitled (a) to notice of or to vote at
      any
      meeting of stockholders or any adjournment thereof, (b) to demand a special
      meeting, or (c) to receive payment of any dividend, or in order to make a
      determination of stockholders for any other purpose, the Board may fix a future
      date as the record date for any such determination. Such record date shall
      be
      not more than 70 days, and, in case of a meeting of stockholders, not less
      than
      10 days, prior to the date on which the particular action requiring such
      determination is to be taken. If no record date is fixed for the determination
      of stockholders entitled to notice of or to vote a meeting, the record date
      shall be the day immediately preceding the date on which notice of the meeting
      is first given to stockholders. Such a determination shall apply to any
      adjournment of the meeting unless the Board fixes a new record date, which
      it
      shall do if the meeting is adjourned to a date more than 120 days after the
      date
      fixed for the original meeting. If no record date is set for the determination
      of stockholders entitled to receive payment of any stock, dividend or
      distribution (other than one involving a purchase, redemption or other
      acquisition of the Corporation’s shares), the record date shall be the date the
      Board authorizes the stock dividend or distribution. The Corporation shall
      not
      close its stock transfer books for any purpose while any shares are listed
      on
      any stock exchange.




2.7. Advance
      Notice of Business at Annual Meetings . At
      any
      annual meeting of the stockholders, only such business shall be conducted as
      shall have been properly brought before the meeting. To be brought properly
      before an annual meeting, business must be either (1) specified in the
      notice of meeting (or any supplement thereto) given by or at the direction
      of
      the President or the Board, (2) otherwise properly brought before the meeting
      by
      or at the direction of the Board, or (3) properly brought before the
      meeting by a stockholder. In addition to any other applicable requirements,
      for
      business to be brought properly before an annual meeting by a stockholder,
      the
      stockholder must have given timely notice thereof in writing to the Secretary.
      To be timely, a stockholder’s notice must be delivered to or mailed and received
      at the principal executive offices of the corporation by the close of business
      on the Advance Notice Date (as defined below). A stockholder’s notice shall set
      forth as to each matter the stockholder proposes to bring before the annual
      meeting (1) a brief description of the business desired to be brought before
      the
      annual meeting and the reasons for conducting such business at the annual
      meeting, (2) the name and record address of the stockholder proposing such
      business, (3) the class and number of shares of the corporation that are
      beneficially owned by the stockholder and (4) any material interest of the
      stockholder in such business.




2




For
      the
      purposes of these Bylaws, the “Advance Notice Date” shall be one of the
      following:





a.  in
      the
      case of an annual meeting only, the date 75 days before the anniversary date
      of
      the prior year’s meeting, if (i) there was an annual meeting in the prior year
      and (ii) the date of the current year’s annual meeting is not more than 30
      days before or after the anniversary date of the prior year’s annual meeting; or





b.  if
      clause
      (a) does not apply, the date 45 days prior to the date of the current year’s
      annual meeting or a special meeting if at least 60 days’ notice or prior public
      disclosure of the date of the current year’s annual meeting or the special
      meeting is given or made; or





c.  if
      neither clause (a) nor clause (b) applies, the date 15 days after the day on
      which notice of the date of the current year’s annual meeting or the special
      meeting was mailed or public disclosure was made.





Notwithstanding
      anything in these Bylaws to the contrary, no business shall be conducted at
      the
      annual meeting except in accordance with the procedures set forth in this
      Section 2.7, provided,
      however ,
      that
      nothing in this Section 2.7 shall be deemed to preclude discussion by any
      stockholder of any business properly brought before the annual meeting in
      accordance with said procedure.





The
      Chairman of an annual meeting shall, if the facts warrant, determine and declare
      to the meeting that business was not properly brought before the meeting in
      accordance with the foregoing procedure, and if the chairman should so
      determine, he or she shall so declare to the meeting and any such business
      not
      properly brought before the meeting shall not be transacted.





2.8. Voting
      Record . At
      least
      10 days before each meeting of stockholders, an alphabetical list of the
      stockholders entitled to notice of such meeting shall be made, arranged by
      voting group and by each class or series of shares, with the address of and
      number of shares held by each stockholder. This record shall be kept at the
      principal office of the Corporation for 10 days prior to such meeting, and
      shall
      be kept open at such meeting, for the inspection of any stockholder or any
      stockholder’s agent or attorney.




2.9. Quorum . Except
      with respect to any greater requirement contained in the Certificate of
      Incorporation or the DGCL, one-third of the votes entitled to be cast on a
      matter by the holders of shares that, pursuant to the Certificate of
      Incorporation or the DGCL, are entitled to vote and be counted collectively
      upon
      such matter, represented in person or by proxy, shall constitute a quorum of
      such shares at a meeting of stockholders. If less than the required number
      of
      such votes are represented at a meeting, a majority of the votes so represented
      may adjourn the meeting from time to time. Any business may be transacted at
      a
      reconvened meeting that might have been transacted at the meeting as originally
      called, provided a quorum is present or represented at such meeting. Once a
      share is represented for any purpose at a meeting other than solely to object
      to
      holding the meeting or transacting business, it is deemed present for quorum
      purposes for the remainder of the meeting and any adjournment (unless a new
      record date is or must be set for the adjourned meeting), notwithstanding the
      withdrawal of enough stockholders to leave less than a quorum.




3




2.10. Manner
      Of Acting . If
      a
      quorum is present, action on a matter other than the election of Directors
      shall
      be approved if the votes cast in favor of the action by the shares entitled
      to
      vote and be counted collectively upon such matter exceed the votes cast against
      such action by the shares entitled to vote and be counted collectively thereon,
      unless the Certificate of Incorporation or the DGCL requires a greater number
      of
      affirmative votes. Whenever the DGCL permits a Corporation’s Bylaws to specify
      that a lesser number of shares than would otherwise be required shall suffice
      to
      approve an action by stockholders, these Bylaws hereby specify that the number
      of shares required to approve such an action shall be such lesser
      number.




2.11. Proxies . A
      stockholder may vote by proxy executed in writing by the stockholder or by
      his
      or her attorney-in-fact or agent. Such proxy shall be effective when received
      by
      the Secretary or other officer or agent authorized to tabulate votes. A proxy
      shall become invalid 3 years after the date of its execution, unless otherwise
      provided in the proxy. A proxy with respect to a specified meeting shall entitle
      its holder to vote at any reconvened meeting following adjournment of such
      meeting but shall not be valid after the final adjournment.




2.12. Voting
      Shares . Except
      as
      provided in the Certificate of Incorporation, each outstanding share entitled
      to
      vote with respect to a matter submitted to a meeting of stockholders shall
      be
      entitled to one vote upon such matter.




2.13. Voting
      for Directors . Each
      stockholder entitled to vote to an election of Directors may vote, in person
      or
      by proxy, the number of shares owned by such stockholder for as many persons
      as
      there are Directors to be elected and for whose election such stockholder has
      a
      right to vote. Stockholders shall not have the right to cumulate their votes.
      Unless otherwise provided in the Certificate of Incorporation, the candidates
      elected shall be those receiving the largest number of votes cast, up to the
      number of Directors to be elected.




2.14. Conduct
      of Meeting . Meetings
      of the stockholders shall be presided over by one of the following officers
      in
      the order specified and if present and acting: the Chairman of the Board, the
      President, or if none of the foregoing is in office and present and acting,
      a
      chairman designated by the Board or, in the absence of such designation, a
      chairman chosen by the stockholders at the meeting. The Secretary of the
      Corporation, if present, shall act as secretary of every meeting, but if the
      Secretary is not present the chairman of the meeting shall appoint a secretary
      of the meeting.




4




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




**SECTION
      3.   BOARD OF DIRECTORS**




3.1. General
      Powers . 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,
      the Board, except as may be otherwise provided in these Bylaws, the Certificate
      of Incorporation or the DGCL.




3.2. Number,
      Classification and Tenure . The
      Board
      shall be composed of not less than one nor more than nine Directors. Except
      with
      respect to the initial Director, the specific number of Directors shall be
      set
      by resolution of the Board or, if the Directors in office constitute fewer
      than
      a quorum of the Board, by the affirmative vote of a majority of all the
      Directors in office. The number of Directors of this Corporation may be
      increased or decreased from time to time in the manner provided herein, but
      no
      decrease in the number of Directors shall have the effect of shortening the
      term
      of any incumbent Director. The Directors shall be divided into three classes,
      as
      nearly equal in number as the then total number of Directors constituting the
      entire Board permits, with the term of office of one class expiring each year.
      The initial Class A Directors shall hold office for a term expiring at the
      2005
      annual meeting of stockholders; the initial Class B Directors shall hold
      office for a term expiring at the 2006 annual meeting of stockholders; and
      the
      initial Class C Directors shall hold office for a term expiring at the 2007
      annual meeting of stockholders. At each such annual meeting of stockholders
      and
      at each annual meeting thereafter, successors to the class of Directors whose
      term expires at that meeting shall be elected for a term expiring at the third
      annual meeting following their election and until their successors shall be
      elected and qualified, subject to prior death, resignation, retirement or
      removal. Absent his or her death, resignation or removal, a Director shall
      continue to serve despite the expiration of the Director’s term until his or her
      successor shall have been elected and qualified or until there is a decrease
      in
      the number of Directors. If the number of Directors is changed, any increase
      or
      decrease shall be apportioned among the classes so as to maintain the number
      of
      Directors in each class as nearly equal as possible, but in no event will a
      decrease in the number of Directors shorten the term of any incumbent
      Director.




5




3.3. Annual
      and Regular Meetings . An
      annual
      Board meeting shall be held without notice immediately after and at the same
      place as the annual meeting of stockholders. By resolution the Board, or any
      committee designated by the Board, may specify the time and place for holding
      regular meetings without notice other than such resolution.




3.4. Special
      Meetings . Special
      meetings of the Board or any committee designated by the Board may be called
      by
      or at the request of the Chairman of the Board, the President, the Secretary
      or,
      in the case of special Board meetings, any one-third or more of the Directors
      in
      office and, in the case of any special meeting of any committee designated
      by
      the Board, by its Chairman. The person or persons authorized to call special
      meetings may fix any place for holding any special Board or committee meeting
      called by them.




3.5. Meetings
      by Communications Equipment . Members
      of the Board or any committee designated by the Board may participate in a
      meeting of such Board or committee by, or conduct the meeting through the use
      of, any means of communication by which all Directors participating in the
      meeting can hear each other during the meeting. Participation by such means
      shall constitute presence in person at a meeting.




3.6. Notice
      Of Special Meetings . Notice
      of
      a special Board or committee meeting stating the place, day and hour of the
      meeting shall be given to a Director in writing or orally. Neither the business
      to be transacted at nor the purpose of any special meeting need be specified
      in
      the notice of such meeting. It shall be deemed sufficient notice to a director
      to send notice by mail at least five days before the meeting, or by fax at
      least
      two days before the meeting.




3.7. Waiver
      of Notice .




3.7.1. In
      Writing . Whenever
      any notice is required to be given to any Director under the provisions of
      these
      Bylaws, the Certificate of Incorporation or the DGCL, a waiver thereof in
      writing, signed by the person or persons entitled to such notice and delivered
      to the Corporation, whether before or after the date and time of the meeting,
      shall be deemed equivalent to the giving of such notice. Neither the business
      to
      be transacted at nor the purpose of any regular or special meeting of the Board
      or any committee designated by the Board need be specified in the waiver of
      notice of such meeting.


3.7.2. By
      Attendance . A
      Director’s attendance at or participation in a Board or committee meeting shall
      constitute a waiver of notice of such meeting, unless the Director at the
      beginning of the meeting, or promptly upon his or her arrival, objects to
      holding the meeting or transacting business at such meeting and does not
      thereafter vote for or assent to action taken at the meeting.




3.8. 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 at any Board
      meeting but, if less than a majority are present at a meeting, a majority of
      the
      Directors present may adjourn the meeting from time to time without further
      notice. A majority of the number of Directors composing any committee of the
      Board, as established and fixed by resolution of the Board, shall constitute
      a
      quorum for the transaction of business at any meeting of such committee but,
      if
      less than a majority are present at a meeting, a majority of such Directors
      present may adjourn the committee meeting from time to time without further
      notice.




6




3.9. Manner
      of Acting . If
      a
      quorum is present when the vote is taken, the act of the majority of the
      Directors present at a Board or committee meeting shall be the act of the Board
      or such committee, unless the vote of a greater number is required by these
      Bylaws, the Certificate of Incorporation or the DGCL.




3.10. Presumption
      of Assent . A
      Director of the Corporation who is present at a Board or committee meeting
      at
      which any action is taken shall be deemed to have assented to the action taken
      unless (a) the Director objects at the beginning of the meeting, or promptly
      upon the Director’s arrival, to holding the meeting or transacting any business
      at such meeting, (b) the Director’s dissent or abstention from the action taken
      is entered in the minutes of the meeting, or (c) the Director delivers written
      notice of the Director’s dissent or abstention to the presiding officer of the
      meeting before its adjournment or to the Corporation within a reasonable time
      after adjournment of the meeting. The right of dissent or abstention is not
      available to a Director who votes in favor of the action taken.




3.11. Action
      by Board or Committees Without a Meeting . Any
      action that could be taken at a meeting of the Board or of any committee created
      by the Board may be taken without a meeting if one or more written consents
      setting forth the action so taken are signed by each of the Directors or by
      each
      committee member either before or after the action is taken and delivered to
      the
      Corporation. Action taken by written consent of Directors without a meeting
      is
      effective when the last Director signs the consent, unless the consent specifies
      a later effective date. Any such written consent shall be inserted in the minute
      book as if it were the minutes of a Board or a committee meeting.




3.12. Resignation . Any
      Director may resign from the Board or any committee of the Board at any time
      by
      delivering either oral tender of resignation at any meeting of the Board or
      any
      committee, or written notice to the Chairman of the Board, the President, the
      Secretary or the Board. Any such resignation is effective upon delivery thereof
      unless the notice of resignation specifies a later effective date and, unless
      otherwise specified therein, the acceptance of such resignation shall not be
      necessary to make it effective.




3.13. Removal . At
      a
      meeting of stockholders called expressly for that purpose, one or more members
      of the Board, including the entire Board, may be removed with or without cause
      (unless the Certificate of Incorporation permit removal for cause only) by
      the
      holders of the shares entitled to elect the Director or Directors whose removal
      is sought if the number of votes cast to remove the Director exceeds the number
      of votes cast not to remove the Director.




3.14. Vacancies . If
      a
      vacancy occurs on the Board, including a vacancy resulting from an increase
      in
      the number of Directors, the Board may fill the vacancy, or, if the Directors
      in
      office constitute fewer than a quorum of the Board, they may fill the vacancy
      by
      the affirmative vote of a majority of all the Directors in office. The
      stockholders may fill a vacancy only if there are no Directors in office. A
      Director elected to fill a vacancy shall serve only until the next election
      of
      Directors by the stockholders.




7




3.15. Executive
      and Other Committees .




3.15.1. Creation
      Of Committees . The
      Board, by resolution adopted by the greater of a majority of the Directors
      then
      in office and the number of Directors required to take action in accordance
      with
      these Bylaws, may create standing or temporary committees, including an
      Executive Committee, and appoint members from its own number and invest such
      committees with such powers as it may see fit, subject to such conditions as
      may
      be prescribed by the Board, the Certificate of Incorporation, these Bylaws
      and
      applicable law. Each committee must have two or more members, who shall serve
      at
      the pleasure of the Board.




3.15.2. Authority
      of Committees . Each
      Committee shall have and may exercise all the authority of the Board to the
      extent provided in the resolution of the Board creating the committee and any
      subsequent resolutions adopted in like manner, except that no such committee
      shall have the authority to: (1) authorize or approve a distribution except
      according to a general formula or method prescribed by the Board, (2) approve
      or
      propose to stockholders actions or proposals required by the DGCL to be approved
      by stockholders, (3) fill vacancies on the Board or any committee thereof,
      (4)
      amend the Certificate of Incorporation pursuant to DGCL, (5) adopt, amend or
      repeal Bylaws, (6) approve a plan of merger not requiring stockholder approval,
      or (7) authorize or approve the issuance or sale of contract for sale of shares,
      or determine the designation and relative rights, preferences and limitations
      of
      a class or series of shares except that the Board may authorize a committee
      or a
      senior executive officer of the Corporation to do so within limits specifically
      prescribed by the Board.




3.15.3. Minutes
      of Meetings . All
      committees shall keep regular minutes of their meetings and shall cause them
      to
      be recorded in books kept for that purpose.




3.15.4. Removal . The
      Board
      may remove any member of any committee elected or appointed by it but only
      by
      the affirmative vote of the greater of a majority of Directors then in office
      and the number of Directors required to take action in accordance with these
      Bylaws.




3.16. Compensation . By
      Board
      resolution, Directors and committee members may be paid either expenses, if
      any,
      of attendance at each Board or committee meeting, or a fixed sum for attendance
      at each Board or committee meeting, or a stated salary as Director or a
      committee member, or a combination of the foregoing. No such payment shall
      preclude any Director or committee member from serving the Corporation in any
      other capacity and receiving compensation therefore.




**SECTION
      4.   OFFICERS**




4.1. Appointment
      and Term . The
      officers of the Corporation shall be those officers appointed from time to
      time
      by the Board or by any other officer empowered to do so. The Board shall have
      sole power and authority to appoint executive officers. As used herein, the
      term
“executive officer” shall mean the President, the chief financial officer and
      any other officer designated by the Board as an executive officer. The Board
      or
      the President may appoint such other officers to hold office for such period,
      have such authority and perform such duties as may be prescribed. The Board
      may
      delegate to any other officer the power to appoint any subordinate officers
      and
      to prescribe their respective terms of office, authority and duties. Any two
      or
      more offices may be held by the same person. Unless an officer dies, resigns
      or
      is removed from office, he or she shall hold office until his or her successor
      is appointed.




8




4.2. Resignation . Any
      officer may resign at any time by delivering written notice to the Corporation.
      Any such resignation is effective upon delivery, unless the notice of
      resignation specifies a later effective date, and, unless otherwise specified,
      the acceptance of such resignation shall not be necessary to make it
      effective.




4.3. Removal . Any
      officer may be removed by the Board at any time, with or without cause. An
      officer or assistant officer, if appointed by another officer, may be removed
      at
      any time, with or without cause, by any officer authorized to appoint such
      officer or assistant officer.




4.4. Contract
      Rights of Officers . The
      appointment of an officer does not itself create contract rights.




4.5. Chairman
      of the Board . If
      appointed, the Chairman of the Board shall perform such duties as shall be
      assigned to him or her by the Board from time to time, and shall preside over
      meetings of the Board and stockholders unless another officer is appointed
      or
      designated by the Board of Chairman of such meetings.




4.6. President . If
      appointed, the President shall be the chief executive officer of the Corporation
      unless some other offices is to designated by the Board, shall preside over
      meetings of the Board and stockholders in the absence of a Chairman of the
      Board, and, subject to the Board’s control, shall supervise and control all the
      assets, business and affairs of the Corporation. In general, the President
      shall
      perform all duties incident to the office of President and such other duties
      as
      are prescribed by the Board from time to time. If no Secretary has been
      appointed, the President shall have responsibility for the preparation of
      minutes of meetings of the Board and stockholders and for authentication of
      the
      records of the Corporation.




4.7. Vice
      President . In
      the
      event of the death of the President or his or her inability to act, the Vice
      President (or if there is more than one Vice President, the Vice President
      who
      was designated by the Board as the successor to the President, or if no Vice
      President is so designated, the Vice President first elected to such office)
      shall perform the duties of the President, except as may be limited by
      resolution of the Board, with all the powers of and subject to all the
      restrictions upon the President. Vice Presidents shall perform such other duties
      as from time to time may be assigned to them by the President or by or at the
      direction of the Board.




4.8. Secretary . If
      appointed, the Secretary shall be responsible for preparation of minutes of
      the
      meetings of the Board and stockholders, maintenance of the Corporation records
      and stock registers, and authentication of the Corporation’s records, and shall
      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 or her by the President
      or by
      or at the direction of the Board. In the absence of the Secretary, an Assistant
      Secretary may perform the duties of the Secretary.




4.9. Treasurer . If
      appointed, the Treasurer shall have charge and custody of and be responsible
      for
      all funds and securities of the Corporation, receive and give receipts for
      moneys due and payable to the Corporation from any source whatsoever, and
      deposit all such moneys in the name of the Corporation in banks, trust companies
      or other depositories selected in accordance with the provisions of these
      Bylaws, and in general perform all the duties incident to the office of
      Treasurer and such other duties as from time to time may be assigned to him
      or
      her by the President or by or at the direction of the Board. In the absence
      of
      the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.




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4.10. Salaries . The
      salaries of the officers shall be fixed from time to time by the Board or by
      any
      person or persons to whom the Board has delegated such authority. No officer
      shall be prevented from receiving such salary by reason of the fact that he
      or
      she is also a Director of the Corporation.




**SECTION
      5.   CERTIFICATES FOR SHARES AND THEIR
      TRANSFER** **.**




5.1. Issuance
      of Shares . No
      shares
      of the Corporation shall be issued unless authorized by the Board, or by a
      committee designated by the Board to the extent such committee is empowered
      to
      do so.




5.2. Certificates
      for Shares .
      Certificates representing shares of the Corporation shall be signed, either
      manually or in facsimile, by the President or any Vice President and by the
      Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
      and shall include on their face written notice of any restrictions that may
      be
      imposed on the transferability of such shares. All certificates shall be
      consecutively numbered or otherwise identified.





Notwithstanding
      the foregoing provisions regarding certificates for stock, the Board may provide
      by resolution or resolutions that some or all of any or all classes or series
      of
      the Corporation’s stock be uncertificated. Any
      such
      resolution shall not apply to shares represented by a certificate until such
      certificate is surrendered to the Corporation (or the transfer agent or
      registrar, as the case may be).




5.3. Stock
      Records . The
      stock
      transfer books shall be kept at the principal office at the Corporation or
      at
      the office of the Corporation’s transfer agent or registrar. The name and
      address of each person to whom certificates for shares are issued, together
      with
      the class and number of shares represented by each such certificate and the
      date
      of issue thereof, shall be entered on the stock transfer books of the
      Corporation. 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.




5.4. Transfer of
      Shares of Stock . Subject
      to the restrictions, if any, stated or noted on the stock certificates,
      transfers of shares of the Corporation shall be made only on the stock transfer
      books of the Corporation pursuant to authorization or document of transfer
      made
      by the holder of record thereof or by his or her legal representative, who
      shall
      furnish proper evidence of authority to transfer, or by his or her
      attorney-in-fact authorized by power of attorney duly executed and filed with
      the Secretary of the Corporation. All certificates surrendered to the
      Corporation for transfer shall be canceled and no new certificate shall be
      issued until the former certificates for a like number of shares shall have
      been
      surrendered and canceled. Uncertificated
      shares of stock may be transferred in accordance with such rules and regulations
      as the Chairman of the Board, the President, or any Vice President, the
      Treasurer or the Secretary of the Corporation may deem expedient concerning
      such
      transfer .




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5.5. Lost
      or Destroyed Certificates . In
      the
      case of a lost, destroyed or damaged certificate, a new certificate (or
      uncertificated shares) may be issued in its place upon such terms and indemnity
      to the Corporation as the Board may prescribe.





**SECTION
      6.   INDEMNIFICATION OF DIRECTORS AND
      OFFICERS**





6.1. Action
      by Others . The
      Corporation (1) shall 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
      (other than an action by or in the right of the Corporation) by reason of the
      fact that he or she is or was a Director or an officer of the Corporation and
      (2) except as otherwise required by Section 6.3 of this Article, 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 (other than an action by or in the
      right of the Corporation) by reason of the fact that he or she is or was an
      employee or agent of the Corporation, or is or was serving at the request of
      the
      Corporation as a Director, officer, employee, agent of or participant in another
      corporation, partnership, joint venture, trust or other enterprise, against
      expenses (including attorneys’ fees), judgments, fines and amounts actually and
      reasonably incurred by such person in connection with such action, suit or
      proceeding if he or she acted in good faith and in a manner he or she reasonably
      believed to be in or not opposed to the best interests of the Corporation,
      and  with
      respect to any criminal action or proceeding, had no reasonable cause to believe
      his or her 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, shall not, of itself, create a presumption that
      the person did not act in good faith and in a manner which such person
      reasonably believed to be in or not opposed to the best interests of the
      Corporation, and, with respect to any criminal action or proceeding, had
      reasonable cause to believe that his or her conduct was unlawful.





6.2. Actions
      by or in the Right of the Corporation . The
      Corporation shall 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 or she 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, agent of or participant in another corporation,
      partnership, joint venture, trust or other enterprise against expenses
      (including attorneys’ fees) actually and reasonably incurred by such person in
      connection with the defense or settlement of such action or suit if he or she
      acted in good faith and in a manner he or she reasonably believed to be in
      or
      not opposed to the best interests of the Corporation and except that no
      indemnification shall be made in respect of any claim, issue or matter as to
      which such person shall have been adjudged to be liable for gross negligence
      or
      misconduct in the performance of his or her duty to the Corporation unless
      and
      only to the extent that the Delaware Court of Chancery or the court in which
      such action or suit was brought shall determine upon application that, despite
      the adjudication of liability but in view of all the circumstances of the case,
      such person is fairly and reasonably entitled to indemnity for such expenses
      which the Delaware Court of Chancery or such other court shall deem proper.




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6.3. Successful
      Defense . To
      the
      extent that it is determined by a final judicial determination that a person
      who
      is or was 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 Section 6.1 or Section 6.2 of this Article, or in
      defense of any claim, issue or matter therein, such person shall be indemnified
      against expenses (including attorneys’ fees) actually and reasonably incurred by
      him or her in connection therewith.





6.4. Specific
      Authorization . Any
      indemnification under Section 6.1 or Section 6.2 of this Article (unless ordered
      by a court) shall 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 because such person has met
      the
      applicable standard of conduct set forth in said Sections 6.1 and 6.2. Such
      determination shall be made (1) by the Board by a majority vote of a quorum
      consisting of Directors who were not parties to such action, suit or proceeding,
      or (2) if such a quorum is not obtainable, or, even if obtainable a quorum
      of
      disinterested Directors so directs, by independent legal counsel in a written
      opinion, or (3) by the stockholders.





6.5. Advance
      of Expenses . Expenses
      incurred by any person who may have a right of indemnification under this
      Article in defending a civil or criminal action, suit or proceeding may be
      paid
      by the Corporation in advance of the final disposition of such action, suit
      or
      proceeding as authorized by the Board in the specific case upon receipt of
      an
      undertaking by or on behalf of the Director, officer, employee or agent to
      repay
      such amount if it shall ultimately be finally judicially determined that he
      or
      she is not entitled to be indemnified by the Corporation pursuant to this
      Article.





6.6. Right
      of Indemnity Not Exclusive . The
      indemnification provided by this Article shall not be deemed exclusive of any
      other rights to which those seeking indemnification may be entitled under any
      bylaw, agreement, vote of stockholders or disinterested Directors or otherwise,
      both as to action in his or her official capacity and as to action in another
      capacity while holding such office, and shall continue as to a person who has
      ceased to be a Director, officer, employee or agent and shall inure to the
      benefit of the heirs, executors and administrators of such a
      person.





6.7. 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 or participant in another corporation, partnership, joint venture,
      trust or other enterprise against any liability asserted against him or her
      and
      incurred by him or her in any such capacity, or arising out of such person’s
      status as such, whether or not the Corporation would have the power to indemnify
      him or her against such liability under the provisions of this Article, Section
      145 of the DGCL or otherwise.




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6.8. Invalidity
      of Any Provisions of This Article . The
      invalidity or unenforceability of any provision of this Article shall not affect
      the validity or enforceability of the remaining provisions of this Article.




**SECTION
      7.   AMENDMENTS** **.**





These
      Bylaws may be altered, amended or repealed and new Bylaws may be adopted by
      the
      Board, except that the Board may not repeal or amend any Bylaw that the
      stockholders have expressly provided, in amending or repealing such Bylaw,
      may
      not be amended or repealed by the Board. The stockholders may also alter, amend
      and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may
      be
      amended, repealed, altered or modified by the stockholders.





**SECTION
      8.   GENERAL PROVISIONS**





8.1. Fiscal
      Year . Except
      as
      otherwise designated from time to time by the Board , the fiscal year of the
      Corporation shall begin on the first day of January and end on the last day
      of
      December.





8.2. Corporate
      Seal . The
      corporate seal shall be in such form as shall be approved by the Board. The
      Secretary shall be the custodian of the seal, and a duplicate seal may be kept
      and used by any other officer the Board may authorize.





8.3. Certificate
      of Incorporation . All
      references in these Bylaws to the Certificate of Incorporation shall be deemed
      to refer to the Certificate of Incorporation of the Corporation, as in effect
      from time to time.





8.4. Execution
      of Instruments . The
      President and the Secretary shall have power to execute and deliver on behalf
      and in the name of the Corporation any instrument requiring the signature of
      an
      officer of the Corporation, including deeds, contracts, mortgages, bonds, notes,
      debentures, checks, drafts and other orders for the payment of money. In
      addition, the Board, the President and the Secretary may expressly delegate
      such
      powers to any other officer or agent of the Corporation.





8.5. Voting
      of Securities . The
      President and the Secretary, and each other person authorized by the Board,
      each
      acting singly, may waive notice of, and act as, or appoint any person or persons
      to act as, proxy or attorney-in-fact for this Corporation (with or without
      power
      of substitution) at any meeting of stockholders or owners of other interests
      of
      any other corporation or organization the securities of which may be held by
      this Corporation. In addition, the Board, the President or the Secretary may
      expressly delegate such powers to any other officer or agent of the
      Corporation.





8.6. Evidence
      of Authority . A
      certificate by the Secretary or a temporary secretary as to any action taken
      by
      the stockholders, directors, a committee or any officer or representative of
      the
      Corporation shall, as to all persons who rely on the certificate in good faith,
      be conclusive evidence of that action.




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8.7. Transactions
      with Interested Parties . No
      contract or transaction between the Corporation and one or more of the directors
      or officers, or between the Corporation and any other corporation, partnership,
      association or other organization in which one or more of the directors or
      officers are directors or officers or have a financial interest, shall be void
      or voidable solely for that reason or solely because the director or officer
      is
      present at or participates in the meeting of the Board or a committee of the
      Board that authorizes the contract or transaction or solely because the vote
      of
      any such director is counted for such purpose, if:





a.  The
      material facts as to the relationship or interest and as to the contract or
      transaction are disclosed or are known to the Board or such committee, and
      the
      Board or committee in good faith authorizes the contract or transaction by
      the
      affirmative votes of a majority of the disinterested directors, even though
      the
      disinterested directors be less than a quorum; or





b.  The
      material facts as to the relationship or interest and as to the contract or
      transaction are disclosed or are known to the stockholders entitled to vote
      thereon, and the contract or transaction is specifically approved in good faith
      by vote of the stockholders; or





c.  The
      contract or transaction is fair to the Corporation as of the time it is
      authorized, approved or ratified by the Board, a committee of the Board or
      the
      stockholders.





Common
      or
      interested directors may be counted in determining the presence of a quorum
      at a
      meeting of the Board or of a committee that authorizes the contract or
      transaction.





8.8. Books
      and Records . The
      books
      and records of the Corporation shall be kept at such places within or without
      the State of Delaware as the Board may from time to time determine.




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