**Exhibit
      3.3**




**SECOND
      AMENDED AND RESTATED**




**BYLAWS**




**OF**




**COMMERCE
      ENERGY GROUP, INC.,**




**A
      DELAWARE CORPORATION**




ARTICLE
      I.









OFFICES




Section
      1.1  *Registered
      Office*.  The registered office of Commerce Energy Group, Inc.
      (the “Corporation”) in the State of Delaware is 1209 Orange Street, Wilmington,
      New Castle County, Delaware 19801.  The name of its registered agent
      at that address is The Corporation Trust Company.




Section
      1.2  *Other
      Offices*.  The Corporation may also have offices at such other
      places both within and without the State of Delaware as the Board of Directors
      may from time to time determine or the business of the Corporation may
      require.




ARTICLE
      II.









MEETINGS
      OF STOCKHOLDERS




Section
      2.1  *Place
      of Meetings*.  All meetings of the stockholders for the election
      of Directors or for any other purpose shall be held at such place, within or
      without the State of Delaware, as shall be designated from time to time by
      the
      Board of Directors and stated in the notice of the meeting, or if authorized
      by
      the Board of Directors may be held by means of remote communication in
      accordance with applicable law.




Section
      2.2  *Annual
      Meeting*.  The annual meeting of stockholders for the election of
      Directors and for such other business as may properly be conducted at such
      meeting shall be held at such time and date as shall be designated from time
      to
      time by the Board of Directors and stated in the notice of the
      meeting.  The Board of Directors shall have the authority to postpone
      to a later date and/or time the annual meeting of stockholders.




Section
      2.3  *Special
      Meetings*.  Special meetings of stockholders of the Corporation
      may be called only by the Chairman of the Board of Directors or the board of
      directors acting pursuant to a resolution adopted by a majority of the Whole
      Board and may not be called by any other person or persons.  For
      purposes of these Bylaws, the term “Whole Board” shall mean the total number of
      authorized directors whether or not there exist any vacancies in previously
      authorized directorships.  Special meetings of holders of the
      outstanding Preferred Stock may be called in the manner and for the purposes
      provided in the resolutions of the Board of Directors providing for the issue
      of
      such stock.  Business transacted at special meetings shall be confined
      to the purpose or purposes stated in the notice of meeting.




Section
      2.4  *Notice
      of Meetings*.  Unless otherwise required by law or the Amended and
      Restated Certificate of Incorporation of the Corporation as the same may be
      amended from time to time (the “Certificate of Incorporation”), written notice
      of the date, time and place, if any, of the annual and of any special meeting
      of
      the stockholders shall be given to each stockholder entitled to vote at such
      meeting not less than ten (10) nor more than sixty (60) days
      before the date of the meeting.  Such written notice of any meeting of
      stockholders shall state the place, if any, date and hour of the meeting, the
      means of remote communications, if any, by which stockholders and proxy holders
      may be deemed to be present in person and vote at such meeting, and, in the
      case
      of a special meeting, the purposes of the meeting.




Section
      2.5  *Manner
      of Giving Notice*.  Except as otherwise required by the
      Certificate of Incorporation or as otherwise provided herein, notices to
      Directors and stockholders shall be in writing and delivered personally or
      mailed to the Directors or stockholders at their address appearing on the books
      of  the Corporation.  Notice to Directors may be given by
      telegram, telecopier, telephone, facsimile or any other means of electronic
      transmission.




Section
      2.6  *Waiver
      of Notice*.  A written waiver of any notice, signed by a
      stockholder, director, officer, employee or agent, whether before or after
      the
      time of the event for which notice is to be given, shall be deemed equivalent
      to
      the notice required to be given to such stockholder, director, officer, employee
      or agent.  Neither the business nor the purpose of any meeting need be
      specified in such a waiver.  Attendance at any meeting shall
      constitute waiver of notice except attendance for the sole purpose of objecting
      to the timeliness of notice at the beginning of the meeting.




Section
      2.7  *Chairman
      and Secretary*.  The Chairman of the Board, or in the Chairman’s
      absence the Chief Executive Officer, or in the Chief Executive Officer’s absence
      the President, or in the President’s absence a Vice President, or in the absence
      of a Vice President a chairman designated by the Board of Directors, shall
      preside over and act as chairman of the meeting of the
      stockholders.  The Corporate Secretary, or an Assistant Corporate
      Secretary, of the Corporation shall act as secretary at all meetings of the
      stockholders, but in their absence, a secretary designated by the Chairman
      of
      the meeting shall act as secretary of the meeting of the
      stockholders.




Section
      2.8  *Record
      Date*.  In order that the Corporation may determine the
      stockholders entitled to notice of or to vote at any meeting of stockholders
      or
      any adjournment thereof, the Board of Directors may fix a record date, which
      record date shall not precede the date upon which the resolution fixing the
      record date is adopted by the Board of Directors, and which record date, unless
      otherwise required by law, shall not be more than sixty (60) nor less than
      ten (10) days before the date of such meeting.  If no record
      date is fixed by the Board of Directors, the record date for determining
      stockholders entitled to notice of or to vote at a meeting of stockholders
      shall
      be at the close of business on the day next preceding the day on which notice
      is
      given, or, if notice is waived, at the close of business on the day next
      preceding the day on which the meeting is held.  A determination of
      stockholders of record entitled to notice of or to vote at a meeting of
      stockholders shall apply to any adjournment of the meeting; provided, however,
      that the Board of Directors may fix a new record date for the adjourned
      meeting.




Section
      2.9  *Persons
      Entitled to Vote*.  A complete list of stockholders entitled to
      vote at any meeting of stockholders, arranged in alphabetical order and showing
      the address of each such stockholder and the number of shares of capital stock
      registered in his or her name, shall be prepared and made by the officer who
      has
      charge of the stock ledger of the Corporation, at least ten (10) days
      before every meeting of stockholders, and shall be open to the examination
      of
      any such stockholder in the manner provided by law.  The stockholder
      list shall also be kept at the place of the meeting during the whole time
      thereof and shall be open to the examination of any such stockholder who is
      present.  The stock ledger shall be the only evidence as to who are
      the stockholders entitled to examine the list required by this Section 2.9
      or to
      vote in person or by proxy at any meeting of stockholders.




Section
      2.10  *Quorum*.  Unless
      otherwise required by law or the Certificate of Incorporation, the holders
      of a
      majority in voting power of the total number of shares of stock issued and
      outstanding and entitled to be voted at the meeting represented in person or
      by
      proxy, shall constitute a quorum for the transaction of business at such
      meeting.  In the absence of a quorum, the stockholders so present may,
      by a majority in voting power thereof, adjourn the meeting from time to time
      in
      the manner provided by Section 2.11 of these Bylaws until a quorum shall
      attend.  The stockholders present at a duly called or held meeting of
      the stockholders at which a quorum is present may continue to do business until
      adjournment, notwithstanding the withdrawal of enough stockholders to leave
      less
      than a quorum; provided that any action taken (other than adjournment) is
      approved by the vote required by Section 2.12 of these Bylaws.  In the
      absence of a quorum, no business other than adjournment may be transacted,
      except as described in this Section 2.10.




Section
      2.11  *Adjournment*.  Any
      meeting of the stockholders may be adjourned from time to time either by the
      Chairman of the meeting or by a majority in voting power represented by the
      stockholders entitled to vote at the meeting, present in person or represented
      by proxy.  At any such adjourned meeting at which a quorum shall be
      present, any business may be transacted which might have been transacted by
      a
      quorum of the stockholders at the meeting as originally
      convened.  Notice need not be given of any adjourned meeting if the
      time and place thereof are announced at the meeting at which the adjournment
      action is taken, unless the adjournment is for more than thirty (30) days,
      or if after the adjournment a new record date is fixed for the adjourned
      meeting, in which case a notice of the adjourned meeting shall be given to
      each
      stockholder of record entitled to vote at the meeting.




Section
      2.12  *Voting
      and Proxies*.  Unless otherwise required by law or the Certificate
      of Incorporation, each stockholder shall at every meeting of the stockholders
      be
      entitled to one vote in person or by proxy for each share of the capital stock
      having voting power held by such stockholder.  Each stockholder of
      record entitled to vote at a meeting of stockholders may vote or express such
      consent or dissent in person or may authorize another person or persons to
      vote
      or act for him or her by proxy.  No such proxy shall be voted or acted
      upon after three (3) years from its date, unless the proxy provides
      for a longer period.  A proxy shall be irrevocable if it states that
      it is irrevocable and if, and only so long as, it is coupled with an interest
      sufficient in law to support an irrevocable power.  A stockholder may
      revoke any proxy which is not irrevocable by attending the meeting and voting
      in
      person or by filing an instrument in writing revoking the proxy or by delivering
      a proxy in accordance with applicable law bearing a later date to the Corporate
      Secretary of the Corporation.  Voting at meetings of stockholders need
      not be by written ballot.  At all meetings of stockholders for the
      election of Directors, a plurality of the votes cast by the shares of capital
      stock present in person and represented by proxy at the meeting at which the
      election of Directors is considered and entitled to vote in the election of
      Directors shall be sufficient to elect.  All other elections and
      questions shall, unless otherwise required by law, the Certificate of
      Incorporation, or the rules or regulations of any stock exchange applicable
      to
      the Corporation, be decided by the affirmative vote of the holders of a majority
      in voting power of the shares of stock of the Corporation which are present
      in
      person or by proxy and entitled to vote thereon and which have actually
      voted.




Section
      2.13  *Action
      at Meetings*.  The Corporation may, and to the extent required by
      law, shall, in advance of any meeting of stockholders, appoint one or more
      inspectors to act at the meeting and make a written report
      thereof.  The Corporation may designate one or more alternate
      inspectors to replace any inspector who fails to act.  If no inspector
      or alternate is able to act at a meeting of stockholders, the person presiding
      at the meeting may, and to the extent required by law, shall, appoint one or
      more inspectors to act at the meeting.  Each inspector, before
      entering upon the discharge of his or her duties, shall take and sign an oath
      faithfully to execute the duties of inspector with strict impartiality and
      according to the best of his or her ability.  Every vote taken by
      ballots shall be counted by a duly appointed inspector or
      inspectors.




Section
      2.14  *Action
      in Lieu of Meetings*.  Subject to rights, if any, of any series of
      Preferred Stock then outstanding, any action required or permitted to be taken
      by the stockholders must be effected at an annual or special meeting of
      stockholders and may not be effected by any consent in writing of such
      stockholders.




Section
      2.15  *Remote
      Communications*.  If authorized by the Board of Directors, and
      subject to such guidelines and procedures as the Board of Directors may adopt,
      stockholders and proxyholders not physically present at a meeting of
      stockholders, by means of remote communications:




(a)  may
      participate in a meeting of stockholders; and




(b)  shall
      be
      deemed present in person and may vote at a meeting of stockholders;




provided
      that (i) reasonable procedures have been implemented to verify that each
      person deemed present and permitted to vote at the meeting by means of remote
      communications is a stockholder or proxyholder, (ii) reasonable procedures
      are implemented to provide stockholders and proxyholders participating in the
      meeting by means of remote communications with a reasonable opportunity to
      participate in the meeting and to vote on matters submitted to stockholders,
      including an opportunity to read or hear the proceedings of the meeting
      substantially concurrently with the proceedings, and (iii) if any
      stockholder or proxyholder votes or takes other action at the meeting by means
      of remote communications, a record of such vote or other action shall be
      maintained by the Corporation.




Section
      2.16  *Nominations
      and Proposals*.




(a)  *Nominations
      and Proposals at Annual Meetings*.  Nominations of persons for
      election to the Board of Directors and the proposal of business to be considered
      by the stockholders may be made at any annual meeting of stockholders only
      (i) pursuant to the Corporation’s notice of meeting (or any supplements
      thereto), (ii) by or at the direction of the Board of Directors, or
      (iii) by any stockholder of the Corporation (A) who is a stockholder of
      record on the date of the giving of the stockholder’s notice provided for in
      this *Section 2.16* is delivered to the Corporate Secretary and on the
      record date for the determination of stockholders entitled to vote at such
      annual meeting, and (B) who complies with the applicable notice procedures
      set
      forth in this *Section 2.16*.




(b)  *Stockholder
      Notice for Annual Meetings*.  For nominations or other business to
      be properly made by a stockholder at an annual meeting in accordance with this
      *Section 2.16*, such stockholder must have given timely notice thereof in
      proper written form to the Corporate Secretary and any such proposed business
      other than the nomination of persons for election to the Board of Directors
      must
      constitute a proper matter for stockholder action.  To be timely, a
      stockholder’s notice must be delivered to the Corporate Secretary at the
      principal executive offices of the Corporation not later than ninety (90)
      days nor earlier than one hundred twenty (120) days prior to the first
      anniversary date of preceding year’s annual meeting; *provided, however*,
      that in the event that the date of the annual meeting is more than
      thirty (30) days before or more than seventy (70) days after such
      anniversary date, a stockholder’s notice shall also be considered timely if it
      is so delivered not earlier than one hundred twenty (120) days prior to
      such annual meeting, nor later than the later of ninety (90) days prior to
      such annual meeting or ten (10) days after the day on which public
      announcement of the date of such meeting was first made; *provided, further,*that in the event that the number of Directors to be elected to the
      Board
      of Directors of the Corporation at an annual meeting is increased and there
      is
      no public announcement by the Corporation naming the nominees for the additional
      directorships at least one hundred (100) days prior to the first anniversary
      of
      the preceding year’s annual meeting, a stockholder’s notice shall also be
      considered timely, but only with respect to nominees for the additional
      directorships, if it is so delivered not later than ten (10) days
      after the day on which such public announcement is first made by the
      Corporation.  All notices shall be received by the Corporate Secretary
      by the close of business on the specified date to be deemed to have been
      delivered on that date.  In no event shall the public announcement of
      an adjournment or postponement of an annual meeting commence a new time period
      or extend the foregoing time period.




(c)  *Nominations
      and Proposals at Special Meetings*.  Only such business shall be
      conducted at a special meeting of stockholders as shall have been brought before
      the meeting pursuant to the Corporation’s notice of
      meeting.  Nominations of persons for election to the Board of
      Directors may be made at a special meeting of stockholders at which Directors
      are to be elected pursuant to the Corporation’s notice of meeting (i) by or
      at the direction of the Board of Directors, or (ii) provided that the Board
      of Directors has determined that Directors shall be elected at such meeting,
      by
      any stockholder of the Corporation (A) who is a stockholder of record on the
      date the stockholders notice provided for in this *Section 2.16* is
      delivered to the Corporate Secretary and on the record date for the
      determination of stockholders entitled to vote at such special meeting, and
      (B)
      who complies with the applicable notice procedures set forth in this Section
      2.16.




(d)  *Stockholder
      Notice for Special Meetings*.  For nominations to be properly made
      by a stockholder at a special meeting of stockholders called by the Corporation
      for the purpose of electing one or more Directors to the Board of Directors,
      such stockholder must have given timely notice thereof in proper written form
      to
      the Corporate Secretary.  To be timely, a stockholder’s notice must be
      delivered to the Corporate Secretary at the principal executive offices of
      the
      Corporation not earlier than one hundred twenty (120) days prior to such
      special meeting, nor later than the later of ninety (90) days prior to such
      special meeting or ten (10) days after the day on which public
      announcement of the date of such meeting and the proposed nominees to be elected
      at such meeting was first made.  All notices shall be received by the
      Corporate Secretary by the close of business on the specified date to be deemed
      to have been delivered on that date.  In no event shall the public
      announcement of an adjournment or postponement of a special meeting commence
      a
      new time period or extend the foregoing time period.




(e)  *Form
      of Stockholders Notice*.  To be in proper written form, a
      stockholder’s notice for both annual and special meetings 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, (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 election of Directors pursuant to Section 14 of the Securities
      and Exchange Act of 1934, as amended (the *“Exchange Act*”), and the
      rules and regulations promulgated thereunder, and (E) such notice 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;




(ii)  as
      to any
      other business that the stockholder proposes to bring before the meeting, (A)
      a
      brief description of the business desired to be brought before the meeting,
      (B)
      the text of the proposal or business (including the text of any resolutions
      proposed for consideration, and, in the event that such business includes a
      proposal to amend the Bylaws of the Corporation, the language of the proposed
      amendment), (C) the reasons for conducting such business at the meeting, and
      (D)
      any material interest of such stockholder in the business being proposed and
      the
      beneficial owner, if any, on whose behalf the proposal is being made;
      and




(iii)  as
      to the
      stockholder giving this notice and the beneficial owner, if any, on whose behalf
      the nomination or proposal is made, (A) the name and record address of such
      stockholder and any such beneficial owner, (B) the class or series and number
      of
      shares of capital stock of the Corporation that are owned beneficially or of
      record by such stockholder and beneficial owner, (C) a description of all
      arrangements or understandings between such stockholder and any such beneficial
      owner and each proposed nominee and any other persons (including their names)
      pursuant to which the nomination(s) are to be made by such stockholder, (D)
      a
      representation that such stockholder is a stockholder of record entitled to
      vote
      at such meeting and intends to appear in person or by proxy at the meeting
      to
      nominate the persons and/or conduct the business being proposed as described
      in
      the notice, and (E) a representation of whether such stockholder or any such
      beneficial owner intends or is part of a group which intends (1) to deliver
      a proxy statement and/or form of proxy to holders of at least the percentage
      of
      the Corporation’s outstanding capital stock required to approve or adopt the
      proposal or elect the nominee, and/or (2) otherwise to solicit proxies from
      stockholders in support of such proposal or nomination.  The foregoing
      notice requirements shall be deemed satisfied by a stockholder with respect
      to
      an annual meeting if the stockholder has notified the Corporation of his or
      her
      intention to present a proposal at such annual meeting in compliance with
      Regulation 14A (or any successor thereof) promulgated under the Exchange Act
      and
      such stockholder’s proposal has been included in a proxy statement that has been
      prepared by the Corporation to solicit proxies for such annual
      meeting.  The Corporation may require any proposed nominee to furnish
      such other information as it may reasonably require to determine the eligibility
      of such proposed nominee to serve as a Director of the Corporation.




(f)  *General*.  Only
      such persons who are nominated in accordance with the procedures set forth
      in
      this *Section 2.16* shall be eligible to be elected at an annual or
      special meeting of stockholders of the Corporation to serve as Directors and
      only such business shall be conducted at a meeting of stockholders as shall
      have
      been brought before the meeting in accordance with the procedures set forth
      in
      this *Section 2.16*.  Except as otherwise provided by law, the
      chairman of the meeting shall have the power and duty (i) to determine
      whether a nomination or any business proposed to be brought before the meeting
      was made or proposed, as the case may be, in accordance with the procedures
      set
      forth in this *Section 2.16* (including whether the stockholder or
      beneficial owner, if any, on whose behalf the nomination or proposal is made
      solicited (or is part of a group which solicited) or did not so solicit, as
      the
      case may be, proxies in support of such stockholder’s nominee or proposal in
      compliance with such stockholder’s representation as required by *Section
      2.16(e)*), and (b) if a proposed nomination or business was not made or
      proposed in compliance with this *Section 2.16*, to declare that such
      nomination shall be disregarded or that such proposed business shall not be
      transacted.  Notwithstanding the foregoing provisions of this
*Section 2.16*, if the stockholder (or a qualified representative of the
      stockholder) does not appear at the annual or special meeting of stockholders
      of
      the Corporation to present a nomination or business, such nomination shall
      be
      disregarded and such proposed business shall not be transacted, notwithstanding
      that proxies in respect of such vote may have been received by the
      Corporation.  Notwithstanding the foregoing provisions of this
*Section 2.16*, a stockholder shall also comply with all applicable
      requirements of the Exchange Act and the rules and regulations thereunder with
      respect to the matters set forth in this *Section
      2.16*.  Nothing in this *Section 2.16* shall be deemed to
      affect any rights (i) of stockholders to request inclusion of proposals in
      the Corporation’s proxy statement pursuant to Regulation 14A under the Exchange
      Act, or (ii) of the holders of any series of Preferred Stock to elect
      Directors pursuant to any applicable provisions of the Certificate of
      Incorporation.




ARTICLE
      III.









BOARD
      OF
      DIRECTORS




Section
      3.1  *General
      Powers*.  The business of the Corporation shall be managed by or
      under the direction of its Board of Directors which may exercise all such powers
      of the Corporation and do all such lawful acts and things as are not by law
      or
      by the Certificate of Incorporation or by these Bylaws directed or required
      to
      be exercised or done by the stockholders.




Section
      3.2  *Number*.  Subject
      to the rights, if any, of any series of Preferred Stock then outstanding, the
      Board of Directors shall consist of not less than five (5) nor more
      than eleven (11) Directors, with such number to be established, from time to
      time, by resolution of the Board.




Section
      3.3  *Election,
      Classes and Terms of Directors*.  The Directors, other than those
      who may be elected by the holders of any series of Preferred Stock then
      outstanding, shall be and is divided into three classes, Class I, Class II
      and
      Class III, which shall be as nearly equal in number as possible, with the
      initial term of office of Class I Directors to expire at the Corporation’s first
      annual meeting of stockholders following the end of the Corporation’s fiscal
      year ended July 31, 2004 (“Fiscal 2004”), the initial term of office of the
      Class II Directors to expire at the Corporation’s second annual meeting of
      stockholders following the end of Fiscal 2004 and the initial term of office
      of
      the Class III Directors to expire at the Corporation’s third annual meeting of
      stockholders following the end of Fiscal 2004, with each director to hold office
      until his or her successor shall have been duly elected and
      qualified.  At each annual meeting of stockholders, Directors elected
      to succeed those Directors whose terms expire shall be elected for a term of
      office to expire at the third succeeding annual meeting of stockholders after
      their election, with each Director to hold office until his or her successor
      shall have been duly elected and qualified or until such Director’s death,
      resignation or removal.  In the event of any increase or decrease in
      the number of Directors, (i) each Director then serving as such shall
      nevertheless continue as a Director of the class of which such Director is
      a
      member until the expiration of the current term, or such Director’s prior death,
      resignation, or removal, and (ii) the newly created or eliminated
      directorships resulting from such increase or decrease shall be apportioned
      by
      the Board of Directors among the three classes of Directors so as to maintain
      such classes as nearly equal in number as possible.  In case of any
      increase or decrease in the number of Directors from time to time (other than
      those Directors, if any, elected by any series of Preferred Stock then
      outstanding), the number of Directors shall be apportioned as nearly as equally
      as possible.




Section
      3.4  *Election*.  Within
      the limits specified herein and in the Corporation’s Certificate of
      Incorporation, the election of Directors shall be determined by the stockholders
      of the Corporation by a plurality of the votes cast by the shares of capital
      stock present in person or represented by proxy at the meeting in which the
      election of Directors is considered and entitled to vote in the election of
      Directors.  The Directors need not be stockholders of the
      Corporation.




Section
      3.5  *Resignation*.  Any
      Director may resign by delivering a written resignation to the Corporation
      at
      its principal office or to the Chairman of the Board, the Chief Executive
      Officer, the President, the Secretary or the Board of Directors.  Such
      resignation shall be effective upon receipt unless it is specified to be
      effective at some other time or upon the happening of some other
      event.  If the resignation specifies effectiveness at a future time, a
      successor may be elected pursuant to *Section 3.7* of these Bylaws to
      take office on the date that the resignation becomes effective.




Section
      3.6  *Removal*.  Except
      for such additional directors, if any, elected by a series of Preferred Stock
      then outstanding, any Director or the entire Board of Directors may be removed,
      but only for cause, and only by the affirmative vote of the holders of at least
      a majority of the voting power of all of the then outstanding shares of the
      capital stock of the Corporation then entitled to vote at an election of
      Directors, voting together as a single class.  Nothing in this Section
      3.6 shall be deemed to affect any rights of the holders of any series of
      Preferred Stock to remove Directors pursuant to any applicable provisions of
      the
      Certificate of Incorporation.




Section
      3.7  *Vacancies*.  Subject
      to the rights, if any, of any series of Preferred Stock then outstanding, and
      except as otherwise provided in the Certificate of Incorporation, any vacancy,
      whether arising through death, resignation, removal or disqualification of
      a
      Director, and any newly-created directorship resulting from an increase in
      the
      number of Directors, shall be filled only by a majority vote of the remaining
      Directors of all classes even though less than a quorum of the Board of
      Directors.  A Director so elected to fill a vacancy shall serve for
      the remainder of the then present term of office of the class to which such
      Director was elected.




Section
      3.8  *Place
      of Meetings*.  Any meetings of the Board of Directors may be held
      either within or without the State of Delaware.




Section
      3.9  *Regular
      Meetings*.  Regular meetings of the Board of Directors may be held
      without notice at such time and at such place as shall from time to time be
      determined by the Board of Directors, provided that any Director who is absent
      when such determination is made shall be given notice of the
      determination.




Section
      3.10  *Special
      Meetings and Notice*.  Special meetings of the Board of Directors
      may be called by the Chairman of the Board, the Chief Executive Officer, or
      any
      two Directors, and shall be held at such time and place as may be specified
      by
      the officer or Directors calling the meeting.  Unless otherwise
      required by law or the Certificate of Incorporation, notice stating the date,
      time and place of the meeting shall be given to each Director either by prepaid
      mail to such Director’s address appearing on the books of the Corporation not
      less than forty-eight (48) hours before the date of the meeting, or personally
      or by telegram, facsimile, electronic transmission or similar means of
      communication not less than twenty-four (24) hours before the date of the
      meeting.




Section
      3.11  *Meetings
      by Telephone Conference Call*.  Unless otherwise required by law
      or the Certificate of Incorporation, members of the Board of Directors may
      participate in a meeting of the Board of Directors by means of conference
      telephone or similar communications equipment by means of which all persons
      participating in the meeting can hear each other, and such participation in
      a
      meeting shall constitute presence in person at the meeting.




Section
      3.12  *Quorum
      and Adjournment*.  Unless otherwise required by law or the
      Certificate of Incorporation, at all meetings of the Board of Directors a
      majority of the Whole Board, shall constitute a quorum for the transaction
      of
      business (except for the filling of vacancies, which shall be governed by the
      provisions of *Section 3.7*).  Any meeting of the Board of
      Directors, or a committee thereof, whether or not a quorum is present, may
      be
      adjourned to another time and place by the affirmative vote of a majority of
      the
      Directors present.  If the meeting is adjourned for more than 24
      hours, notice of such adjournment to another time or place shall be given prior
      to the time of the adjourned meeting to the Directors who were not present
      at
      the time of the adjournment.




Section
      3.13  *Action
      at Meetings*.  Unless otherwise required by law or the Certificate
      of Incorporation, if a quorum is present at any meeting of the Board of
      Directors, the vote of a majority of the Directors present shall be sufficient
      to take any action.  A meeting at which a quorum is initially present
      may continue to transact business, notwithstanding withdrawal of directors,
      if
      any action taken is approved by at least a majority of the number of Directors
      constituting a quorum for such meeting.




Section
      3.14  *Action
      in Lieu of Meetings*.  Unless otherwise required by law or the
      Certificate of Incorporation, any action required or permitted to be taken
      at
      any meeting of the Board of Directors may be taken without a meeting, if all
      Directors consent thereto in writing or by electronic transmission, and the
      writing or writings or electronic transmission or transmissions are filed with
      the minutes of proceedings of the Board of Directors.  Such filing
      shall be in paper form if the minutes are maintained in paper form and shall
      be
      in electronic form if the minutes are maintained in electronic
      form.




Section
      3.15  *Committees*.  The
      Board of Directors may, by resolution passed by a majority of the Whole Board
      of
      Directors, designate one or more committees, each committee to consist of one
      or
      more of the Directors of the Corporation.  The Board of Directors may
      designate one or more Directors as alternate members of any committee, who
      may
      replace any absent or disqualified member at any meeting of any such
      committee.  In the absence or disqualification of a member of a
      committee, and in the absence of a designation by the Board of Directors of
      an
      alternate member to replace the absent or disqualified member, the member or
      members thereof present at any meeting and not disqualified from voting, whether
      or not such member or members constitute a quorum, may (subject to the committee
      charter, if any) unanimously appoint another member of the Board of Directors
      to
      act at the meeting in the place of any absent or disqualified
      member.  Any committee, to the extent permitted by law and to the
      extent provided in the resolution of the Board of Directors, shall have and
      may
      exercise all the powers and authority of the Board of Directors in the
      management of the business and affairs of the Corporation, and may authorize
      the
      seal of the Corporation to be affixed to all papers which may require
      it.  Each committee shall keep regular minutes and report to the Board
      of Directors when required.




Section
      3.16  *Meetings
      and Action of Committees*.  Meetings and action of committees
      shall be governed by and held and taken in accordance with the provisions of
      *Sections 3.8 to 3.14*, with such changes in the context thereof as are
      necessary to substitute the committee and its members for the Board of Directors
      and its members.




Section
      3.17  *Compensation*.  Unless
      otherwise required by law or the Certificate of Incorporation, Directors shall
      be entitled to receive such fees and expenses, if any, for attendance at
      meetings of the Board of Directors, and/or such fixed salaries for services
      as
      Directors, as may be fixed from time to time by resolution of the Board of
      Directors.  Nothing herein contained shall be construed to preclude
      any Director from serving the Corporation in any other capacity as an officer,
      committee member, agent or otherwise, and receiving compensation
      therefor.  Members of special or standing committees may be allowed
      like compensation for attending committee meetings.




Section
      3.18  *Chairman
      of the Board and Vice Chairman of the Board; Secretary*.  The
      Board of Directors shall appoint a Chairman of the Board and may appoint a
      Vice
      Chairman of the Board, in its discretion, from among its members.  The
      Chairman of the Board shall preside at all meetings of stockholders and of
      the
      Board of Directors.  If the Board of Directors appoints a Vice
      Chairman of the Board, in the absence or disability of the Chairman of the
      Board, the Vice Chairman of the Board shall preside at all meetings of
      stockholders and of the Board of Directors.  The Corporate Secretary
      or an Assistant Corporate Secretary of the Corporation shall act as secretary
      at
      all meetings of the Board of Directors, but in their absence, a secretary
      designated by the Chairman of the meeting shall act as secretary of the meeting
      of the Board.




ARTICLE
      IV.









OFFICERS




Section
      4.1  *Designation,
      Term and Vacancies*.  The officers of the Corporation shall be a
      Chief Executive Officer, a President, a Chief Operating Officer, one or more
      Vice Presidents, a Corporate Secretary and a Chief Financial Officer and/or
      Treasurer, all of whom shall be elected by the Board of
      Directors.  The Board of Directors may elect one or more Executive
      Vice Presidents, Senior Vice Presidents, or Assistant Vice Presidents, who
      shall
      have such authority and shall perform such duties as may from time to time
      be
      prescribed by the Board.  The Board of Directors may appoint one or
      more Assistant Corporate Secretaries and one or more Assistant Treasurers,
      and
      such other officers as may be deemed necessary, who shall have such authority
      and shall perform such duties as may from time to time be prescribed by the
      Board.  Vacancies occurring among the officers of the Corporation
      shall be filled by the Board of Directors.  Officers elected by the
      Board shall hold office until the next annual election of such officers by
      the
      Directors and until their successors are elected and qualified or until such
      officer’s death, resignation or removal, pursuant to *Section
      4.2*.  All other officers, agents and employees shall hold office
      during the pleasure of the Board or the officer appointing them.  Any
      two or more offices may be held by the same person, with the exception that
      the
      Chief Executive Officer and President shall not also hold the office of
      Secretary or Treasurer.




Section
      4.2  *Resignation
      and Removal of Officers*.  Any officer may resign at any time upon
      written notice to the Corporation, without prejudice to the rights, if any,
      of
      the Corporation under any contract to which such officer is a
      party.  Such resignation shall be effective upon its receipt by the
      Chairman of the Board, the President, the Secretary or the Board of Directors,
      unless a different time is specified in the notice for effectiveness of such
      resignation.  The acceptance of any such resignation shall not be
      necessary to make it effective unless otherwise specified in such
      notice.  Any officer may be removed from office at any time, with or
      without cause, but subject to the rights, if any, of such officer under any
      contract of employment, by the Board of Directors or by any committee to whom
      such power of removal has been duly delegated, or, with regard to any officer
      who has been appointed by the chief executive officer pursuant to *Section
      4.3* below, by the chief executive officer or any other officer upon whom
      such power of removal may be conferred by the Board of Directors.  A
      vacancy occurring in any office for any cause may be filled by the Board of
      Directors, in the manner prescribed by this Article of the Bylaws for initial
      appointment to such office.




Section
      4.3  *Chief
      Executive Officer*.  The Chief Executive Officer shall be chosen
      from among the members of the Board and shall have general charge of the affairs
      and business of the Corporation and general charge and supervision of all the
      officers, agents, and employees of the Corporation.  He may sign, with
      the Corporate Secretary or an Assistant Corporate Secretary, any or all
      certificates for shares of stock of the Corporation.  He may sign and
      execute in the name of the Corporation all deeds, mortgages, bonds, contracts,
      powers of attorney, or other instruments authorized by the Board, except in
      cases where the signing and execution thereof shall be expressly delegated
      by
      the Board or by these By-laws to some other officer or agent of the Corporation,
      and he may, without previous authority of the Board, make, in the name of the
      Corporation, such contracts, leases, and other agreements as the ordinary
      conduct of the Corporation’s business requires.  He may sign and
      endorse notes, drafts, and checks.  He shall have power to select and
      appoint all necessary officers and servants, except those elected or appointed
      or required to be elected or appointed by the Board, and he shall also have
      power to remove all such officers and servants and to make appointments to
      fill
      the vacancies.  In general, he shall exercise all powers and perform
      all duties incident to the principal executive office of the Corporation and
      such other powers and duties as may from time to time be assigned to him by
      the
      Board or be prescribed by these By-laws.  Also in the absence or
      inability of the Chairman to act, he shall preside at all meetings of
      stockholders and of the Board of Directors.  He may delegate any of
      his powers to the President or the Chief Operating Officer of the
      Corporation.




Section
      4.4  *President*.  The
      President shall perform such duties and have such powers as may from time to
      time be assigned by the Board of Directors.  In the absence or
      inability of the Chief Executive Officer to act, he shall be the chief executive
      officer of the Corporation.




Section
      4.5  *Chief
      Operating Officer*.  The Chief Operating Officer of the
      Corporation shall have general and active management of and exercise general
      supervision over the business and property of the Corporation and shall have
      such other powers and duties as may be assigned to him by the Board of
      Directors.  He may delegate any of his powers to any Vice President of
      the Corporation.




Section
      4.6  *Vice
      Presidents*.  Each Vice President shall exercise such powers and
      perform such duties as may from time to time be assigned to him by the Board
      of
      Directors or the President.  In the absence or disability of the
      President a Vice President shall exercise the powers and perform the duties
      of
      the President.




Section
      4.7  *Chief
      Financial Officer or Treasurer*.  The Chief Financial Officer or
      Treasurer shall have custody of such funds and securities of the Corporation
      as
      may come to his hands or be committed to his care by the Board of
      Directors.  When necessary or proper, he shall endorse on behalf of
      the Corporation, for collection, checks, notes, or other obligations, and shall
      deposit the same to the credit of the Corporation, in such bank or banks or
      depositories as the Board of Directors, the Chief Executive Officer, the
      President, or the Chief Operating Officer may designate.  He may sign
      receipts or vouchers for payments made to the Corporation, and the Board of
      Directors may require that such receipts or vouchers shall also be signed by
      some other officer to be designated by them.  Whenever required by the
      Board of Directors, he shall render a statement of his cash accounts and such
      other statements respecting the affairs of the Corporation as may be
      requested.  He shall keep proper and accurate accounts of receipts and
      disbursements and other matters pertaining to his office.  He shall
      perform all acts incident to the office of Chief Financial Officer or Treasurer,
      subject to the control of the Board.  In the discretion of the Board
      of Directors, he may be required to give a bond in such amount and containing
      such conditions as the Board of Directors may approve, and such bond may be
      the
      undertaking of a surety company, and the premium therefor may be paid by the
      Corporation.  Exercise such powers and perform such duties as are
      usually vested in the office of Chief Financial Officer or Treasurer of a
      Corporation and exercise such other powers and perform such other duties as
      may
      be prescribed by the Board of Directors or these Bylaws.




Section
      4.8  *Corporate
      Secretary*.  The Corporate Secretary shall be sworn to the
      faithful discharge of his duties.  He shall record the votes and
      proceedings of the stockholders and of the Board of Directors in a book or
      books
      kept for that purpose, and shall attend all meetings of the Directors and
      stockholders.  He shall keep in safe custody the seal of the
      Corporation, and, when required by the Board of Directors, or when any
      instrument shall have been signed by the Chief Executive Officer, the President,
      the Chief Operating Officer, or any other officer duly authorized to sign the
      same, or when necessary to attest any proceedings of the stockholders or
      Directors, shall affix it to any instrument requiring the same, and shall attest
      the same with his signature.  Except as otherwise required by the
      Certificate of Incorporation, or these Bylaws, he shall attend to the giving
      and
      serving of notices of meetings.  He shall have charge of such books
      and papers as properly belong to his office or as may be committed to his care
      by the Board of Directors.  He shall perform such other duties as
      appertain to his office or as may be required by the Board of
      Directors.  Except as otherwise required by the Certificate of
      Incorporation, or these Bylaws, in the absence of the Corporate Secretary,
      or an
      Assistant Corporate Secretary, from any meeting of the Board, the proceedings
      of
      such meeting shall be recorded by such other person as may be appointed at
      the
      meeting for that purpose.




Section
      4.9  *Assistant
      Vice President*.  Each Assistant Vice President shall exercise
      such powers and perform such duties as may be assigned to him by the Board
      of
      Directors.




Section
      4.10  *Assistant
      Corporate Secretary*.  Each Assistant Corporate Secretary shall be
      vested with the same powers and duties as the Corporate Secretary, and any
      act
      may be done or duty performed by an Assistant Corporate Secretary with like
      effect as though done or performed by the Corporate Secretary.  He
      shall have such other powers and perform such other duties as may be assigned
      to
      him by the Board of Directors.




Section
      4.11  *Other
      Officers*.  Such other officers as the Board of Directors may
      appoint shall perform such duties and have such powers as may from time to
      time
      be assigned by the Board of Directors.  The Board of Directors may
      delegate to the Chief Executive Officer the power to choose such other officers
      and to prescribe their respective duties and powers.




ARTICLE
      V.









INDEMNIFICATION




Section
      5.1  *Right
      to Indemnification*.  To the fullest extent permitted by law, the
      Corporation shall indemnify and hold harmless any person who was or is made
      or
      is threatened to be made a party or is otherwise involved in any threatened,
      pending or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative (a “*proceeding*”) by reason of the fact
      that such person or the person for whom he is the legally representative is
      or
      was a director or officer of the Corporation or is or was serving at the request
      of the Corporation as a director or officer of another corporation or of a
      partnership, joint venture, trust, enterprise or non-profit entity, including
      service with respect to employee benefit plans (any such person, a “*Section
      5.1 Indemnitee*”), against all liabilities, losses, expenses (including
      attorney’s fees), judgments, fines and amounts paid in settlement
      (“*expenses*”) actually and reasonably incurred by such person in
      connection with such proceeding; *provided, however*, that except as
      otherwise provided in Section 5.4 the Corporation shall only be required to
      indemnify a person in connection with a proceeding (or part thereof) initiated
      by such person if the commencement of such proceeding (or part thereof) was
      authorized by the Board of Directors.




Section
      5.2  *Prepayment
      of Expenses*.  The Corporation shall pay the expenses incurred by
      a Section 5.1 Indemnitee in defending any proceeding in advance of its final
      disposition, provided that, to the extent provided by law, the payment of
      expenses in advance of the final disposition of the proceeding shall be made
      only upon receipt of an undertaking by such person to repay all amounts advanced
      if it should be ultimately determined that such person is not entitled to be
      indemnified under this *Article V*or otherwise.  The
      Corporation may pay the expenses incurred by any other person in defending
      any
      proceeding in advance of its final disposition upon such terms and conditions
      as
      the Board of Directors deems appropriate.




Section
      5.3  *Claims*.  If
      a claim for indemnification or advancement of expenses under Section 5.1 or
      Section 5.2 is not paid in full within sixty (60) days after a written
      claim therefor by a Section 5.1 Indemnitee has been received by the Corporation,
      such Section 5.1 Indemnitee may file suit to recover the unpaid amount of such
      claim and, if successful in whole or in part, shall be entitled to be paid
      the
      expense of prosecuting such claim.  In any such action, the
      Corporation shall have the burden of proving that such Section 5.1 Indemnitee
      is
      not entitled to the requested indemnification or advancement of expenses under
      applicable law.




Section
      5.4  *Repeal
      or Modification*.  Any repeal or modification of the provisions of
      this *Article 5*or applicable law shall not adversely affect any right
      or protection hereunder of any person in respect of any act or omission
      occurring before the time of such repeal or modification regardless of whether
      the proceeding is brought or threatened before or after the time of such repeal
      or modification.




Section
      5.5  *Non-Exclusivity
      of Rights*.  The right to indemnification and advancement of
      expenses conferred on any person by this *Article 5*shall not be
      exclusive of any other rights such person may have or acquire under any other
      provision hereof, the Bylaws or by law, agreement, vote of stockholders or
      disinterested Directors or otherwise.




Section
      5.6  *Survival
      of Rights*.  The right to indemnification and prepayment of
      expenses conferred on any person by this *Article 5*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
      person.




Section
      5.7  *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 another corporation or of a partnership, joint venture, trust,
      enterprise or non-profit entity, including service with respect to employee
      benefit plans, against any liability or expenses incurred by such person in
      connection with a proceeding, whether or not the Corporation would have the
      power to indemnify such person against such liability under the provisions
      of
      this *Article V*or by law.




Section
      5.8  *Other
      Sources*.  The Corporation’s obligation, if any, to indemnify or
      advance expenses to any Section 5.1 Indemnitee who was or is serving at the
      Corporation’s request as a director or officer of another corporation or a
      partnership, joint venture, trust, enterprise or non-profit entity, including
      service with respect to employee benefit plans, shall be reduced by any amount
      such Section 5.1 Indemnitee may collect as indemnification or advancement of
      expenses from such other corporation, partnership, joint venture, trust,
      enterprise or non-profit entity.




Section
      5.9  *Other
      Indemnification and Advancement of Expenses*.  This Article 5
      shall not limit the right of the Corporation, to the extent and in the manner
      permitted by law, to indemnify and to advance expenses to persons other than
      Section 5.1 Indemnitees when and as authorized by appropriate corporate
      action.




ARTICLE
      VI.









STOCK




Section
      6.1  *Stock
      Certificates*.  Every holder of capital stock represented by
      certificates shall be entitled to a certificate representing such stock in
      such
      form as shall be approved by the Board of Directors, signed by or in the name
      of
      the Corporation by (a) the Chairman of the Board or Vice Chairman of the Board,
      or the President or a Vice President, and (b) the Corporate Secretary or an
      Assistant Corporate Secretary or Treasurer or Assistant
      Treasurer.  Any or all the signatures on the certificate may be a
      facsimile.  In case any officer, transfer agent, transfer clerk or
      registrar who has signed or whose facsimile signature has been placed upon
      a
      certificate shall have ceased to be such officer, transfer agent, transfer
      clerk
      or registrar before such certificate is issued, it may be issued by the
      Corporation with the same effect as if such person were such officer, transfer
      agent, transfer clerk or registrar at the date of issue.




Section
      6.2  *Lost,
      Stolen or Destroyed Certificates*.  The Board of Directors may
      direct a new certificate or certificates to be issued in place of any
      certificate or certificates theretofore issued by the Corporation alleged to
      have been lost, stolen or destroyed, upon the making of an affidavit of that
      fact by the person claiming the certificate of stock to be lost, stolen or
      destroyed.  When authorizing such issue of a new certificate or
      certificates, the Board of Directors may, in its discretion and as a condition
      precedent to the issuance thereof, require the owner of such lost, stolen or
      destroyed certificate or certificates or such person’s legal representative to
      give the Corporation a bond in such sum as it may direct as indemnity against
      any claim that may be made against the Corporation an account of the alleged
      loss, theft or destruction of any such Certificate of the issuance of a new
      Certificate been lost, stolen or destroyed.




ARTICLE
      VII.









MISCELLANEOUS




Section
      7.1  *Fiscal
      Year*.  The fiscal year of the Corporation shall be fixed by
      resolution of the Board of Directors.




Section
      7.2  *Seal*.  The
      corporate seal shall have the name of the Corporation inscribed thereon and
      shall be in such form as may be approved from time to time by the Board of
      Directors.




Section
      7.3  *Execution
      of Checks, etc*.  The funds of the Corporation shall be deposited
      in such banks or trust companies as the Board of Directors from time to time
      shall designate and shall be withdrawn only on checks or drafts of the
      Corporation for the purposes of the Corporation.  All checks, drafts,
      notes, acceptances and endorsements of the Corporation shall be signed in such
      manner and by such officer or officers or such individual or individuals as
      the
      Board of Directors from time to time by resolution shall
      determine.  If and to the extent so authorized by the Board of
      Directors, such signature or signatures may be facsimile.  Only
      checks, drafts, notes, acceptances and endorsements signed in accordance with
      such resolution or resolutions shall be the valid checks, drafts, notes,
      acceptances or endorsements of the Corporation.




Section
      7.4  *Evidence
      of Authority*.  A certificate by the Secretary or an Assistant
      Secretary as to any action taken by the stockholders, the Board of 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
      such
      action.




Section
      7.5  *Severability*.  Any
      determination that any provision of these Bylaws is for any reason inapplicable,
      illegal or ineffective shall not affect or invalidate any other provision of
      these Bylaws.




ARTICLE
      VIII.









AMENDMENTS




Section
      8.1  *Creation,
      Amendment and Repeal of Bylaws*.  In furtherance and not in
      limitation of the powers conferred upon it by the laws of the State of Delaware,
      the Board of Directors shall have the power to adopt, alter, amend or repeal
      the
      Bylaws of the Corporation, subject to the power of the stockholders of the
      Corporation to alter or repeal any Bylaws whether adopted by them or
      otherwise.