Exhibit
      3.3


**AMENDED
      AND RESTATED BY-LAWS**


**OF**


**INSITUFORM
      TECHNOLOGIES, INC.**





(as
      amended through July 25, 2007)








**ARTICLE
      I – OFFICES**





The
      registered office of the
      Corporation in the State of Delaware shall be located in the City of Wilmington,
      County of New Castle.  The Corporation may also have such other
      offices, either within or without the State of Delaware as the Board of
      Directors of the Corporation (the “Board”) may designate or as the business of
      the Corporation may from time to time require.








**ARTICLE
      II – STOCKHOLDERS**





2.01.      
      ANNUAL MEETING.





The
      annual meeting of the stockholders shall be held at such time and upon such
      date
      in each year as the Board may determine, for the purpose of electing directors
      and for the transaction of such other business as may come before the
      meeting.  If the day fixed for the annual meeting shall be a legal
      holiday such meeting shall be held on the next succeeding business
      day.





2.02.
            SPECIAL
                MEETINGS.





Special
      meetings of the stockholders, for any purpose or purposes, may be called by
      the
      Board, the Chairman of the Board or the Chief Executive Officer.





2.03.
            PLACE
                OF MEETING.





All
      meetings of the stockholders shall be held at such places, within or without
      the
      State of Delaware, as may from time to time be designated by the person or
      persons calling the respective meeting and specified in the respective notices
      or waivers of notice hereof.





2.04.
            NOTICE
                OF MEETING.





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 to each stockholder of record entitled to vote at
      such meeting not less than ten (10) nor more than sixty (60) days before the
      date of the meeting, either personally or by mail.  If mailed, such
      notice shall be deemed to be delivered when deposited in the United States
      mail,
      addressed to the stockholder at his address as it appears on the stock transfer
      books of the Corporation, with postage thereon pre-paid.





2.05.      WAIVER
      OF NOTICE.





Any
      stockholder entitled to notice of a meeting pursuant to any provision of these
      By-laws may waive such notice (i) in a writing specifically waiving such notice,
      whether before or after the time stated in the notice or (ii) by attending
      the
      meeting, unless the stockholder attends such meeting for the
      express


purpose
      of objecting, in writing at the beginning of the meeting, to the transaction
      of
      any business at the meeting because the meeting was not lawfully called and
      convened.








2.06.     
      CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.





For
      the
      purpose of determining the stockholders entitled to notice of or to vote at
      any
      meeting of stockholders or any adjournment thereof, or stockholders entitled
      to
      receive payment of any dividend, or in order to make a determination of
      stockholders for any other proper purpose, the Board may fix in advance a date
      as the record date (the “Record Date”), which date shall be not more than sixty
      (60) nor less than ten (10) days before the date of any meeting of stockholders,
      nor more than sixty (60) days prior to any other action.  If the stock
      transfer books are not closed and no Record Date is fixed as provided above,
      the
      Record Date shall be the close of business on the day next preceding the date
      on
      which notice of the meeting is mailed.  When a determination of
      stockholders entitled to vote at any meeting of stockholders has been made
      as
      provided in this Section 2.06, such determination shall apply to any adjournment
      thereof.





2.07.      VOTING
      LISTS.





The
      officer or agent having charge of the stock transfer books for shares of the
      Corporation shall make, at least ten (10) days before each meeting of
      stockholders, a complete list of the stockholders entitled to vote at such
      meeting, or any adjournment thereof, arranged in alphabetical order, with the
      address of and the number of shares held by each, which list, for a period
      of
      ten (10) days prior to such meeting, shall be kept on file at the principal
      executive office of the Corporation and shall be subject to inspection by any
      stockholder at any time during usual business hours.  Such list also
      shall be produced and kept open at the time and place of the meeting and shall
      be subject to the inspection of any stockholder during the whole time of the
      meeting.  The original stock transfer book shall be prima facie
      evidence as to who are the stockholders entitled to examine such list or
      transfer books or to vote at the meeting of stockholders.





2.08.      
      QUORUM.





At
      any
      meeting of stockholders 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 stockholders.  If less than said number 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 is present or
      represented, any business may be transacted which might have been transacted
      at
      the meeting as originally notified.  Once a quorum is established, the
      stockholders present at the meeting may continue to transact business until
      adjournment, provided the number of stockholders remaining at the meeting would
      have been sufficient to establish a quorum for the meeting.





2.09.      
      PROXIES.





At
      all
      meetings of stockholders, a stockholder may vote by proxy executed in writing
      by
      the stockholder 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 more than 13 months past its issuance
      date unless specifically provided otherwise in the proxy.





2.10.     
      VOTING.





Each
      stockholder entitled to vote at a meeting of the stockholders shall be entitled
      to one vote, in person or by proxy, for each share of stock entitled to vote
      held by such stockholder.  All elections for directors shall be
      decided by plurality vote based upon the number of directorships that are
      designated by the Board or any duly authorized committee as subject to
      election.  Unless provided otherwise by statute, any


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business
      to be transacted at a meeting of the stockholders at which a quorum is present,
      other than the election of directors, shall be adopted by majority vote of
      the
      stockholders entitled to vote at such meeting.





2.11.      BUSINESS
      AT MEETINGS.





No
      business shall be transacted at an annual meeting of stockholders other than
      business that is (i) specified in the notice of meeting (or any supplement
      thereto) given by or at the direction of the Board (or any duly authorized
      committee thereof), (ii) otherwise properly brought before the annual
      meeting by or at the direction of the Board (or any duly authorized committee
      thereof), or (iii) otherwise properly brought before the annual meeting by
      a stockholder who (A) is a stockholder of record on the Record Date
      (defined in Section 2.06 of this Article II) and at the time of giving notice
      provided for in this Section 2.11, and (B) complies with the
      procedures set forth in this Section 2.11 and any other applicable
      requirements.  No business shall be conducted at a special meeting of
      stockholders other than business that is specified in the notice of meeting
      (or
      any supplement thereto).





If
      business is not properly brought before any meeting of stockholders in
      accordance with the procedures set forth in this Section 2.11, or if a
      nomination at any meeting was not made in accordance with the requirements
      of
      this Section 2.11, the Chairman of the Board shall declare to the meeting
      that the business was not properly brought before the meeting, and such business
      shall not be transacted, or the nomination was defective, and such defective
      nomination shall be disregarded.





a.           ***Stockholder
      Notices***.  For purposes of this Section 2.11, a
      Stockholder Notice shall mean a written notice to the Secretary of the
      Corporation at the principal executive office of the Corporation which sets
      forth as to each matter the stockholder proposes to bring before the annual
      meeting (i) a brief description of the business desired to be brought
      before the annual meeting (including the form of the proposal) and the reasons
      for conducting such business at the annual meeting, (ii) the name and
      record address of such stockholder, (iii) the class or series and number of
      shares of capital stock of the Corporation that are owned beneficially or of
      record by such stockholder, indicating the name and address of any beneficial
      owner of such shares, (iv) a description of all arrangements or
      understandings between such stockholder (and any person acting on behalf of
      the
      stockholder) and any other person or persons (including their names) in
      connection with the proposal of such business by such stockholder and any
      material interest of such stockholder in such business, and (v) a
      representation that such stockholder intends to appear in person or by proxy
      at
      the annual meeting to bring such business before the meeting.





b.           ***When
      Notice Must Be Received***.  A stockholder shall not be
      entitled to bring business before an annual meeting of stockholders unless
      a
      proper Stockholder Notice has been received by the Secretary of the Corporation
      as provided above.  A Stockholder Notice must have been received by
      the Secretary not less than ninety (90) days nor more than one hundred twenty
      (120) days prior to the first anniversary of the date of the preceding year’s
      annual meeting of stockholders; *provided, however,* that in the event
      that (i) the date of the annual meeting is advanced or delayed by more than
      thirty (30) days compared to the preceding year’s annual meeting, such
      Stockholder Notice must be received not later than the close of business on
      the
      later of (A) the ninetieth (90th) day prior to such annual meeting, or
      (B) the tenth (10th) day following the day on which Public Disclosure (as
      defined below) of the date of the annual meeting is first made.





For
      purposes of this Section 2.11,
“Public Disclosure” shall mean disclosure in a press release reported by the Dow
      Jones News Service, Associated Press or comparable national news service or
      in a
      document publicly filed by the Corporation with the Securities and Exchange
      Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange
      Act of 1934 (the “Exchange Act”), and the rules and regulations promulgated
      thereunder.


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c.           ***Stockholder
      Nominations***.  In addition to the information set forth
      under Subsection a of this Section 2.11, each Stockholder Notice that includes
      a
      nomination of a person or persons for election to the Board (a “Stockholder
      Nomination”) also must set forth (i) as to each person whom the stockholder
      proposes to nominate for election as a director (A) the name, age, business
      address and residence address of the person, (B) the principal occupation or
      employment of the person, (C) the class or series and number of shares of
      capital stock of the Corporation that are owned beneficially or of record by
      the
      person and (D) any other information relating to the person that would be
      required to be disclosed in a proxy statement or other filings required to
      be
      made in connection with solicitations of proxies for the election of directors
      pursuant to Section 14 of the Exchange Act and the rules and regulations
      promulgated thereunder; and (ii) as to the stockholder giving the notice,
      such other information relating to such stockholder as would be required to
      be
      disclosed in a proxy statement or other filings required to be made in
      connection with solicitations of proxies for election of directors pursuant
      to
      Section 14 of the Exchange Act and the rules and regulations promulgated
      thereunder.  In addition, each Stockholder Nomination must be
      accompanied by a written consent of each proposed nominee to being named as
      a
      nominee and to serve as a director if elected.








**ARTICLE
      III – BOARD OF DIRECTORS**





3.01.      GENERAL
      POWERS.





The
      business and affairs of the
      Corporation shall be managed by the Board.  The directors shall in all
      cases act as a board, and they may adopt such rules and regulations for the
      conduct of their meetings and the management of the Corporation, as they may
      deem proper, not inconsistent with these By-laws and the laws of the State
      of
      Delaware.





3.02.       NUMBER
      OF DIRECTORS AND TENURE.





The
      Board shall consist of no less than
      six (6) directors and no more than fifteen (15) directors.  The exact
      number of directors within the minimum and maximum limitations specified in
      the
      preceding sentence shall be fixed from time to time pursuant to a resolution
      adopted by a majority of all directors then serving.





Each
      director of the Corporation shall hold office until such director’s successor
      shall have been duly elected and qualified, or until the director shall have
      resigned or been removed from office in the manner hereinafter provided under
      this Article III.  Notwithstanding the foregoing, the term of office
      of each director shall expire at the next annual meeting of stockholders or
      special meeting of stockholders called for the election of all of the directors,
      unless such director is re-elected by the stockholders.





3.03.      REGULAR
      MEETINGS.





The
      Board may provide, by resolution,
      the time and place for the holding of regular meetings without other notice
      than
      such resolution.





3.04.      
      SPECIAL MEETINGS.





Special
      meetings of the Board may be
      called by or at the request of the Chairman of the Board, the Chief Executive
      Officer, the President or any two directors.  The person or persons
      authorized to call special meetings of the Board may fix the place either within
      or outside the State of Delaware, for holding any special meeting of the Board
      called by such person or persons.














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3.05.       PRESENCE
      AT MEETINGS.





Directors
      may participate in any meeting of the Board, or any meeting of a committee
      of
      the Board of which they are members, by means of conference telephone or similar
      communications equipment pursuant to which all persons participating in the
      meeting of the Board can hear each other, and such participation shall
      constitute presence in person at such meeting.





3.06.      NOTICE
      OF MEETING.





Notice
      of any special meeting of the
      Board shall be given at least 24 hours prior to the meeting by written notice
      delivered personally, by United States mail to each director at such director’s
      mailing address or by telecopy, facsimile or electronic mail.  If
      notice be given by United States mail, 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 telecopy, facsimile or
      electronic mail, such notice shall be deemed to be delivered on the date set
      forth on the confirmation of transmission generated by the transmitting
      machine.





3.07.       WAIVER
      OF NOTICE.





Any
      director entitled to notice of a
      meeting pursuant to any provision of these By-laws may waive such notice (i)
      in
      a writing specifically waiving such notice, whether before or after the time
      stated in the notice or (ii) by attending the meeting, unless the director
      attends such meeting for the express purpose of objecting, in writing at the
      beginning of the meeting, to the transaction of any business at the meeting
      because the meeting was not lawfully called and convened.





3.08.      
      QUORUM.





At
      any meeting of the Board a majority
      shall constitute a quorum for the transaction of business, but if less than
      said
      number is present at a meeting, a majority of the directors present may adjourn
      the meeting from time to time without further notice.





3.09.      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.  The directors shall act only as a Board, and the
      individual directors shall have no power as such.





3.10.      PRESUMPTION
      OF ASSENT.





A
      director of the Corporation who is
      present at a meeting of the Board at which action on any corporate matter is
      taken shall be presumed to have assented to the action taken unless such
      director’s dissent shall be entered in the minutes of the meeting or unless such
      director shall file such director’s 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.





3.11.      ACTION
      WITHOUT A MEETING.





Unless
      otherwise restricted by statute,
      any action required or permitted to be taken at any meeting of the Board or
      any
      committee thereof may be taken without a meeting if all members of the Board
      or
      committee, as the case may be, consent thereto in writing, and the writing
      is
      filed with the minutes of the proceedings of the Board.  The signature
      of any director transmitted by telecopy, facsimile or electronic
      mail,


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evidencing
      such director’s written consent pursuant to this Section 3.11, shall be deemed
      to be an original signature.





3.12.       REMOVAL
      OF DIRECTORS.





Any
      or all of the directors may be
      removed with or without cause by vote of the majority of the stockholders
      entitled to vote at a meeting called specifically for that purpose.





3.13.      RESIGNATION.





A
      director may resign at any time by
      giving written notice to the Board, the Chairman of the Board, the Chief
      Executive Officer or the Secretary of the Corporation.  Unless
      otherwise specified in the notice, the resignation shall take effect upon
      receipt thereof by the Board or such officer, and the acceptance of the
      resignation shall not be necessary to make it effective.





3.14.      NEWLY
      CREATED DIRECTORSHIPS AND VACANCIES.




Except
      as
      otherwise provided in the Certificate of Incorporation, any vacancy on the
      Board
      and any newly created directorship resulting from an increase in the number
      of
      directors may be filled by a majority vote of the remaining directors, although
      less than a quorum. Each director so chosen to fill a vacancy shall hold office
      until his or her successor shall have been elected and qualified or until he
      or
      she shall resign or shall have been removed in the manner hereinafter provided
      under this Article III.





Notwithstanding
      the foregoing, the term of office of each director chosen to fill a vacancy
      shall expire at the next annual meeting of stockholders or special meeting
      of
      stockholders called for the election of all of the directors, unless such
      director is re-elected by the stockholders.





3.15.      COMPENSATION.





The
      Board shall have the authority to
      fix the compensation of directors.  Nothing herein shall preclude any
      director from serving the Corporation in any other capacity and receiving
      compensation therefor.  Members of special or standing committees may
      be allowed compensation for attending committee meetings.





3.16.      COMMITTEES.





The
      Board, by resolution, may designate
      from among its members an executive committee and other committees, each
      consisting of one or more directors.  Any such committee, to the
      extent provided in the resolution of the Board and except as otherwise limited
      by statute, shall have and may exercise all the powers and authority of the
      Board in the management of the business and affairs of the
      Corporation.  Any such committee shall keep written minutes of its
      meetings and report the same to the Board at the next regular meeting of the
      Board.  At any meeting of a committee of the Board, a majority shall
      constitute a quorum for the transaction of business, but if less than said
      number is present at a meeting, a committee members present may adjourn the
      meeting from time to time without further notice.  The act of the
      majority of the committee members present at a meeting at which a quorum is
      present shall be the act of the committee.





3.17.       CHAIRMAN
      OF THE BOARD.





The
      Board, by resolution, may designate
      from among its members a Chairman of the Board and a Vice Chairman of the
      Board.  The Chairman of the Board and the Vice Chairman of the Board
      positions shall not be officer positions and shall not have operating, executive
      or independent oversight authority or responsibility.  All oversight
      authority and responsibility is vested in the Board and its
      designated


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committees,
      and executive and operating authority and responsibility is vested in the
      officers as prescribed from time to time by the Board or these
      By-laws.





The
      Chairman of the Board shall
      preside, when present, at all meetings of the Board and at all meetings of
      the
      stockholders and will perform such other duties as may be prescribed from time
      to time by the Board or these By-laws.  The Chairman of the Board
      shall be an *ex officio* member of all Board committees.  In
      the absence, death or inability or refusal to act of the Chairman of the Board,
      the Vice Chairman of the Board shall perform the duties of the Chairman of
      the
      Board and, when so acting, shall have all the duties of and be subject to all
      the restrictions on the Chairman of the Board.  The Vice Chairman of
      the Board shall perform such other duties as may be prescribed from time to
      time
      by the Board or these By-laws.








**ARTICLE
      IV – OFFICERS**





4.01.      DESIGNATION.





a.           ***Principal
      Officers***.  The principal officers of the Corporation
      shall be a Chief Executive Officer, a President, one or more Vice Presidents
      and
      a Secretary, each of whom shall be elected by the Board, and such other officers
      as may be appointed at the discretion of the Board.  Any one officer
      may hold two or more positions.





b.           ***Other
      Board – Appointed Officers***.  The Board (or a designated
      committee) may appoint such other officers (including a Treasurer), assistant
      officers and agents as it may deem necessary who shall hold their offices for
      such terms and shall exercise such powers and perform such duties as may be
      determined from time to time by the Board.





c.           ***Distinctive
      Designations***.  The Board may assign any distinctive
      designations (e.g., Senior Vice President, etc.) to any officer of the
      Corporation.  In connection with the appointment of any officer of the
      Corporation (including principal officers), the Board may determine that such
      officer, in addition to the title of the office to which such officer is
      appointed, shall have a further title as the Board may designate, such as Chief
      Operating Officer, Chief Financial Officer or General Counsel, and the Board
      may
      prescribe powers to be exercised and duties to be performed by any such officer
      to whom any such additional title of office is given in addition to those powers
      and duties provided for by these By-laws for such office.





d.           ***Chief
      Executive Officer Appointments***.  The Chief Executive
      Officer may from time to time appoint such officers of operating divisions,
      and
      such contracting and attesting officers, of the Corporation as the Chief
      Executive Officer may deem proper, who shall have such authority, subject to
      the
      control of the Board, as the Chief Executive Officer may from time to time
      prescribe.





4.02.      TERM
      OF OFFICE.





The
      principal officers of the Corporation shall be appointed annually at the first
      meeting of the Board held after each annual meeting of the
      stockholders.  Each officer who is appointed by the Board shall hold
      office until such officer’s successor shall have been duly elected and shall
      have qualified or, if earlier, until such officer’s death or until such officer
      shall resign or shall have been removed in the manner hereinafter provided
      under
      this Article IV.  Each other officer and/or agent of the Corporation
      appointed by the Chief Executive Officer shall hold office for such period
      as
      the Chief Executive Officer may from time to time prescribe or, if earlier,
      until such officer’s death or until such officer shall resign or shall have been
      removed in the manner hereinafter provided.


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4.03.       REMOVAL.





Any
      officer of the Corporation (whether
      or not appointed by the Board) may be removed by the Board whenever in its
      judgment the best interests of the Corporation would be served thereby, but
      such
      removal shall be without prejudice to the contract, if any, of the person so
      removed.  In addition, any officer appointed by the Chief Executive
      Officer may be removed by the Chief Executive Officer whenever in the Chief
      Executive Officer’s judgment the best interests of the Corporation would be
      served thereby, but such removal shall be without prejudice to the contract,
      if
      any, of the person so removed.





4.04        RESIGNATION.





Any
      officer may resign at any time by
      giving written notice of his or her resignation to the Board, the Chief
      Executive Officer or the Secretary of the Corporation.  Any such
      resignation shall take effect at the time specified therein, or, if the time
      is
      not specified, upon receipt thereof by the Board, Chief Executive Officer or
      the
      Secretary, as the case may be, and the acceptance of such resignation shall
      not
      be necessary to make it effective.  Notwithstanding any date and time
      specified in a notice of resignation, the Board may terminate an officer’s
      employment sooner than the date and time specified in the officer’s
      resignation.





4.05.       VACANCIES.





A
      vacancy in any office because of
      death, resignation, removal, disqualification or otherwise of an officer of
      the
      Corporation may be filled by the Board for the unexpired portion of the
      term.  A vacancy in any office because of death, resignation, removal,
      disqualification or otherwise of any officer appointed by the Chief Executive
      Officer may be filled by the Chief Executive Officer for the unexpired portion
      of the term.





4.06.      
      CHIEF EXECUTIVE OFFICER.





The
      Chief Executive Officer shall be
      responsible for the general and active management of the business and affairs
      of
      the Corporation, subject to the control of the Board, and shall perform such
      other duties as the Board may prescribe.  The Chief Executive Officer
      shall implement and carry out all orders and resolutions of the Board and shall
      be responsible to the Board for the Corporation’s strategic development and
      operational results and for the conduct of the Corporation’s business and
      affairs in accordance with policies approved by the Board.  The Chief
      Executive Officer shall have full authority in respect to the signing and
      execution of deeds, bonds, mortgages, contracts and other instruments of the
      Corporation; and, in general, to exercise all the powers and authority usually
      appertaining to the chief executive officer of a corporation.  In the
      absence, death or inability or refusal to act of the Chairman and the Vice
      Chairman of the Board, the Chief Executive Officer (i) shall preside at all
      meetings of stockholders and (ii) if a member of the Board, shall preside
      at all meetings of the Board and otherwise perform all of the duties of the
      Chairman of the Board.





4.07.       PRESIDENT.





The
      President shall have equal
      authority with the Chief Executive Officer to sign and execute deeds, bonds,
      mortgages, contracts and other instruments of the Corporation.  The
      President shall have all powers and shall perform all duties incident to the
      office of president of a corporation, including (i) the general authority to
      cause the employment or appointment of such employees and agents of the
      Corporation as the proper conduct of operations may require, and to fix their
      compensation; and (ii) to remove or suspend any employee or agent who shall
      have
      been employed or appointed under the President’s authority or under authority of
      an officer subordinate to the President.  In addition, the President
      shall perform such other duties as from time to time may be assigned to him
      by
      the Board or the Chief Executive Officer.  In the
      absence,


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death
      or
      inability or refusal to act of the Chief Executive Officer, the President shall
      exercise all the powers and discharge all of the duties of the Chief Executive
      Officer.





4.08.      VICE
      PRESIDENT.





In
      the absence, death or inability or
      refusal to act of the President, one of the Vice Presidents designated by the
      Board or the Chief Executive Officer 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.  The Vice Presidents shall perform
      such other duties as from time to time may be assigned to them by the Board,
      the
      Chief Executive Officer or the President.





4.09.       SECRETARY.





The
      Secretary shall keep the minutes of
      the meetings of the stockholders and of the Board in one or more books provided
      for that purpose.  In addition, the Secretary shall (i) ensure that
      all notices are duly given in accordance with the provisions of these By-laws,
      (ii) be custodian of the corporate records and of the seal of the Corporation
      and keep a register of the post office address of each stockholder that shall
      be
      furnished to the Secretary by such stockholder, (iii) have general charge of
      the
      stock transfer books of the Corporation, and (iv) in general perform all duties
      incident to the office of Secretary and such other duties as from time to time
      may be assigned to the Secretary by the Board or the Chief Executive
      Officer.





4.10.      
      TREASURER.





If
      elected by the Board, the Treasurer
      shall have charge and custody of and be responsible for all funds and securities
      of the Corporation.  In addition, the Treasurer shall receive and give
      receipts for monies due and payable to the Corporation from any source,
      whatsoever, and deposit all such monies in the name of the Corporation in such
      banks, trust companies or other depositories as shall be selected in accordance
      with these By-laws and 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 the Treasurer by the Board or the Chief Executive Officer.  If
      required by the Board, the Treasurer shall give a bond for the faithful
      discharge of the Treasurer’s duties in such sum and with such surety or sureties
      as the Board shall determine.





4.11.       SALARIES.





The
      salaries of those principal
      officers elected or appointed by the Board shall be fixed from time to time
      by
      the Board or any duly authorized committee of the Board.  No officer
      shall be prevented from receiving such salary by reason of the fact that such
      officer is also a director of the Corporation.








**ARTICLE
      V – INDEMNIFICATION**





5.01.       INDEMNIFICATION
      OF DIRECTORS AND OFFICERS.





The
      Corporation shall, to the fullest
      extent permitted by the General Corporation Law of the State of Delaware (the
      “General Corporation Law”) or any other applicable laws, 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, by reason of the fact that he or she is or
      was
      a director or officer of the Corporation.





Expenses
      (including attorneys’ fees)
      incurred 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


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the
      director or officer to repay such amount unless it shall ultimately be
      determined that he or she is not entitled to be indemnified by the Corporation
      as authorized in this Article V.





5.02.      CONTRACT
      WITH THE CORPORATION.





The
      provisions of Section 1 of this
      Article V shall be deemed to be a contract between the Corporation and each
      director or officer who serves in any such capacity at any time while this
      Article V and the relevant provisions of the General Corporation Law or other
      applicable laws, if any, are in effect, and any repeal or modification of this
      Article V or any such law shall not affect any rights or obligations then
      existing with respect to any state of facts then or theretofore existing or
      any
      action, suit or proceeding theretofore or thereafter brought or threatened
      based
      in whole or in part upon any such state of facts.





5.03.       NON-EXCLUSIVITY.





The
      right of indemnity provided herein
      shall not be exclusive and, pursuant to a resolution of the Board, the
      Corporation may to the full extent permitted by the General Corporation Law,
      indemnify any other person whom it may indemnify pursuant thereto.





5.04.      
      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 against any liability asserted against
      him
      or her and incurred by him or her in any such capacity, or arising out of his
      or
      her 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
      V or applicable law.





5.05.      OTHER
      RIGHTS OF INDEMNIFICATION.





The
      indemnification provided or
      permitted by this Article V shall not be deemed exclusive of any other rights
      to
      which those indemnified may be entitled by law or otherwise, 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.








**ARTICLE
      VI – CONTRACTS, LOANS, CHECKS AND DEPOSITS**





6.01.       CONTRACTS.





The
      Board 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.  The Chief Executive
      Officer may authorize any contracting officer appointed by the Chief Executive
      Officer pursuant to Section 4.01.d. of Article IV to enter into any
      contract in the ordinary course of business of the Corporation, or execute
      and
      deliver any instrument in connection therewith, in the name and on behalf of
      the
      Corporation.





6.02.      
      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.  Such authority may be
      general or confined to specific instances.


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6.03.       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 or officers, agent
      or
      agents of the Corporation and in such manner as shall from time to time be
      determined by resolution of the Board.





6.04.      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 may select.








**ARTICLE
      VII – CERTIFICATES FOR SHARES AND THEIR TRANSFER**





7.01.      CERTIFICATES
      FOR SHARES.





Certificates
      representing shares of the
      Corporation shall be in such form as shall be determined by the
      Board.  Such certificates shall be signed by the Chief Executive
      Officer, as authorized by the Board, the Secretary or such other officers
      authorized by law and by the Board.  All certificates for shares shall
      be consecutively numbered or otherwise identified.  The name and
      address of the stockholder, the number of shares and date of issue shall be
      entered on the stock transfer books of the Corporation.  Except as
      hereinafter provided under this Article VII, all certificates surrendered to
      the
      Corporation for transfer shall be cancelled and no new certificate shall be
      issued until the former certificate for a like number of shares shall have
      been
      surrendered and cancelled.





7.02.      TRANSFERS
      OF SHARES.





Upon
      surrender to the Corporation or
      the transfer agent of the Corporation of a certificate for shares duly endorsed
      or accompanied by proper evidence of succession, assignment or authority to
      transfer, it shall be the duty of the Corporation to issue a new certificate
      to
      the person entitled thereto, and cancel the old certificate; every such transfer
      shall be entered on the transfer books of the Corporation which shall be kept
      at
      its principal executive office.





The
      Corporation shall be entitled to
      treat the holder of record of any share as the holder in fact thereof, and,
      accordingly, shall not be bound to recognize any equitable or other claim to
      or
      interest in such share on the part of any other person whether or not it shall
      have express or other notice thereof, except as expressly provided by the laws
      of the State of Delaware.





7.03.      LOST,
      STOLEN, DESTROYED, OR MUTILATED CERTIFICATES.





In
      the case of loss, theft, destruction
      or mutilation of any certificate, another certificate may be issued in its
      place
      upon proof of such loss, theft, destruction or mutilation and upon the giving
      of
      a bond of indemnity to the Corporation in such form and in such sum as the
      Board
      may direct; *provided, however,* that a new certificate may be issued
      without requiring any bond when, in the judgment of the Board, it is proper
      to
      do so.








**ARTICLE
      VIII – FISCAL YEAR**





The
      fiscal year of the Corporation
      shall begin on the first day of January in each year.





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**ARTICLE
      IX – DIVIDENDS**





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








**ARTICLE
      X – SEAL**





The
      Board may provide a corporate seal,
      which shall be circular in form and shall have inscribed thereon the name of
      the
      Corporation, the state of incorporation, year of incorporation and the words,
      “Corporate Seal”.








**ARTICLE
      XI – SEVERABILITY**





If
      any
      provision of these By-laws shall be held invalid or unenforceable on any ground
      by any court of competent jurisdiction, the decision of which shall not have
      been reversed on appeal, the remaining provisions hereof shall remain valid
      and
      enforceable in accordance with their terms to the fullest extent permitted
      by
      law.








**ARTICLE
      XII – AMENDMENTS**





Except
      as otherwise provided by law,
      these By-laws may be altered, amended or repealed at any meeting of the Board
      by
      a majority vote of the directors; *provided, however,* that the
      stockholders, representing a majority of all the shares issued and outstanding
      at any annual meeting or special meeting of the stockholders, may repeal, alter
      or amend By-laws adopted by the Board and may adopt new By-laws.





As
      adopted by the Board of Directors of
      the Corporation, effective as of July 25, 2007.








/s/
                Alfred L. WoodsAlfred
                L. Woods, *Chairman of the
                Board*








Attest








/s/
      David F.
      Morris


David
      F.
      Morris, *Secretary*









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