<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>4
<FILENAME>b415089_ex3-3.txt
<DESCRIPTION>EXHIBIT 3.3
<TEXT>
<PAGE>

                                                                     Exhibit 3.3

                                 Fuel Tech, Inc.
                             A Delaware Corporation

                                     BY-LAWS

                          As Adopted September 30, 2006


                                    ARTICLE I

                                     OFFICES

         Section 1.1. Registered Office. The Corporation's registered office
shall be in the City of Wilmington, County of New Castle, State of Delaware.

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

                                   ARTICLE II
                             STOCKHOLDERS MEETINGS

         Section 2.1. Place of Meeting. Meetings of stockholders may be held at
such places within or without the State of Delaware as the Board of Directors
shall determine.

         Section 2.2 Annual and Special Meetings. Annual meetings of
stockholders shall be held at dates, times, and places fixed by the Board of
Directors and stated in the notice of meeting to elect Directors and to transact
such other business as may properly come before the meeting. Special meetings of
stockholders for any proper purpose or purposes may be called at any time by the
Board of Directors, the Chairman, or the Chief Executive Officer at such date,
time and place as the Board of Directors shall determine. If requested in
writing by the holders of not less than a majority of the Corporation's then
outstanding capital stock specifying the purpose or purposes of the meeting and
delivered to the Chairman or Chief Executive Officer or the Secretary, special
meetings of stockholders shall be called by the Chairman, the Chief Executive
Officer or the Secretary. Only such business as is specified in the notice of
any special meeting of the stockholders shall come before a special meeting. If
a special meeting is properly called by the stockholders, the Board of Directors
shall determine the time and place of such special meeting, which shall be held
not less than thirty-five (35) nor more than one hundred twenty (120) days after
the date of receipt of the request.

         Section 2.3. Stockholders List. The Secretary of the Corporation shall
or shall cause the Corporation's Transfer Agent to prepare, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting. Such list shall be arranged in alphabetical
order and shall show each stockholder's address and the number of shares
registered in such stockholder's name. Such list shall be open to examination by
any stockholder for any purpose germane to the meeting during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting (or, if not so specified, at the place
where the meeting is to be held). The list shall be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

         Section 2.4. Organization. The Chairman of the Board, if there shall be
an incumbent Chairman of the Board, or, otherwise the person designated by the
Board of Directors, or, in the absence of such designation, the highest ranking
officer of the Corporation who is present at the meeting, shall call to order
meetings of stockholders and shall act as chairman of such meetings. The
Secretary of the Corporation shall act as secretary of meetings of stockholders.
If the Secretary of the Corporation is absent from the meeting, the secretary of
the meeting shall be such person as the chairman of the meeting shall appoint.


<PAGE>

         Section 2.5. Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedures to be
followed at the meeting, including regulation of the manner of voting and of the
conduct of discussion.

         Section 2.6. Notice. Except as otherwise provided by law, written
notice of the time, date, and place of meeting (and, in the case of a special
meeting, the purpose thereof) shall be given to each stockholder not less than
ten (10) days and not more than sixty (60) days before the date on which the
meeting is to be held.

         Section 2.7. Quorum. Except as otherwise required by law or the
certificate of incorporation, at any meeting of stockholders, the holders of
record (present in person or by proxy) of one-third of the shares of capital
stock entitled to vote at the meeting shall constitute a quorum for the
transaction of business, In the absence of a quorum, the chairman or secretary
of the meeting may adjourn the meeting in the manner provided in Section 2.8
hereof until a quorum is present.

         Section 2.8. Adjournment. Any meeting of stockholders, annual or
special, may be adjourned from time to time to reconvene at the same place or
another place. A determination in accordance with Article V hereof of
stockholders of record with respect to a meeting of stockholders shall apply to
any adjournment of such meeting; provided, however, that the Board of Directors
shall have authority to fix a new record date for the adjourned meeting. Notice
need not be given of any such adjourned meeting, if the date, time, and place
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the adjournment is for more than thirty (30) days or
if a new record date is fixed for the adjourned meeting, written notice of the
date, time, and place of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting. At the
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         Section 2.9. Proxies and Voting. At any meeting of stockholders, each
stockholder entitled to vote may vote in person or by proxy. Each stockholder
shall have one vote for each share of capital stock entitled to vote which is
registered in his name on the record date for the meeting, except as otherwise
provided in these By-Laws or as otherwise required by law. All voting by
stockholders, except on the election of directors and except as otherwise
required by law, may be by voice vote; provided, however, that upon demand
therefor by a stockholder (or by his proxy) entitled to vote, a stock vote shall
be taken. Each stock vote shall be taken by written ballot, each of which shall
state the name of the stockholder (or proxy) voting. Each vote taken by ballot
shall be counted by an inspector or inspectors appointed by the chairman of the
meeting. Elections of Directors shall be determined by a plurality of the votes
cast; except as otherwise required by law, all other matters shall be determined
by a majority of votes cast.

         Section 2.10 Consent of Stockholders in Lieu of Meeting Nothing
contained in these By-Laws shall be deemed to restrict the power of the
stockholders to take any action by means of a consent or consents in writing
according to applicable law.

                                   ARTICLE III
                                    DIRECTORS

         Section 3.1 General Powers. Except as may otherwise be provided by law,
the Certificate of Incorporation or these By-Laws, the business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors and the Board of Directors may exercise all of the powers of the
Corporation.

         Section 3.2 Number, Election, Term, and Removal of Directors. Except as
otherwise provided in these By-Laws or as otherwise required by law, each
Director shall be elected until a successor is duly elected or until the
Director shall sooner resign, retire, become deceased or be removed as provided
below. The first Board of Directors shall consist of nine (9) Directors.
Thereafter, the number of Directors shall be determined by the Board of
Directors or by the stockholders. The Directors shall all be elected by the
stockholders in accordance with Section 2.9 hereof at the annual meeting of
stockholders. Vacancies and newly created directorships resulting from an
increase in the number of Directors may be filled (for the unexpired term and
until a successor Director is elected) by a majority of the Directors then in
office (although less than a quorum), by the sole remaining Director, or by the
stockholders. Any Director may be removed with or without cause by the
stockholders at any time. Any Director may resign at any time by submitting an
electronic transmission or by delivering a written notice of resignation, signed
by such Director, to the Chairman, the Chief Executive Officer or the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.
<PAGE>

         Section 3.3 Nomination of Director Candidates. In addition to any other
applicable requirements, only persons who are nominated in accordance with the
following procedures shall be eligible for election as Directors at the Annual
Meeting. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors, a nominating committee of the Board of Directors, a
person appointed by the Board of Directors, or by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided in this Section 3.3 and on the record date for determination of
stockholders entitled to vote at such Annual Meeting and (ii) who timely
complies with the notice provisions of this Section 3.3. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to notice in writing to the Secretary of the Corporation delivered to
or mailed and received by the Secretary not later than January 1 in the year of
the respective Annual Meeting. Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a Director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupations or employments of the
person currently and for the prior five years, (iii) the class and number of
shares of the Corporation's capital stock owned beneficially or of record by the
person, (iv) a statement signed by the person that such person consents to being
named as a nominee, and, if elected, the person intends to serve as a Director;
and (b) as to the stockholder giving the notice, (i) the name and record address
of the stockholder, (ii) the class and number of shares of capital stock of the
Corporation owned beneficially or of record by the stockholder (iii) a
description of all arrangements or understandings between the person proposed as
a nominee and the stockholder and any other persons including their names, and
(iv) a representation signed by the stockholder that the stockholder intends to
appear in person or by proxy at the Annual Meeting to nominate the persons named
in the notice. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of the proposed nominee to serve as a Director of the
Corporation. Information concerning the proposed nominee need not be included in
the proxy statement furnished to stockholders in connection with the Annual
Meeting. These provisions shall not apply to nomination of any persons entitled
to be separately elected by holders of any class or series of capital stock
pursuant to the terms of such capital stock or pursuant to the terms of any
contract to which the Corporation shall be a party.

         Section 3.4. Chairman of the Board. The Directors may elect one of
their members to be Chairman of the Board of Directors, hereafter in these
By-Laws referred to as the "Chairman." The Chairman shall be subject to the
control of, and may be removed with or without cause by, the Board of Directors.
The Chairman shall perform such duties as may from time to time be assigned to
him by the Board of Directors.

         Section 3.5. Meetings. Regular meetings of the Board of Directors shall
be held at such dates, times, and places as may from time to time be fixed by
the Board of Directors. Notice need not be given of regular meetings of the
Board of Directors. Special meetings of the Board of Directors may be held at
any date, time, and place upon the call of the Chairman, or the Chief Executive
Officer, and shall be called by the Secretary if and as directed by one-third of
the Directors then in office. Facsimile, or other written notice of the place,
date, and time of each special meeting of the Board of Directors shall be given
not less than two (2) days before such meeting to each Director who shall not
waive such notice. Such notice shall state the time and place of the special
meeting, but unless required by law, the Certificate of Incorporation or these
By-Laws, need not state the purpose of the special meeting. Meetings of the
Board of Directors may be held without notice immediately after annual meetings
of stockholders.


<PAGE>

         Section 3.6. Action Without Meeting. Nothing contained in these By-Laws
shall be deemed to restrict the power of the Board of Directors or of any
committee thereof to take any action without a meeting by means of consents
thereto in writing or by electronic transmission according to applicable law.

         Section 3.7. Telephonic Meetings. Nothing contained in these By-Laws
shall be deemed to restrict the power of members of the Board of Directors, or
of any committee of the Board of Directors to participate in meetings of the
Board of Directors (or of such committees) by means of conference telephone or
similar communications equipment by means of which all persons participating in
such meeting can hear each other.

         Section 3.8. Quorum; Acts of the Board of Directors. One-third of the
total number of members of the Board of Directors as constituted from time to
time, but not less than three (3), shall constitute a quorum for the transaction
of business. If a quorum is not present at any meeting of the Board of
Directors, a majority of the Directors present may adjourn the meeting to
another place, date, and time without further notice or waiver. Except as
otherwise provided by law, by the Certificate of Incorporation, by these
By-Laws, or by any binding contract or agreement to which the Corporation is a
party, the act of a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors.

         Section 3.9. Committees of the Board of Directors. Effective on the
adoption of these By-Laws, the Corporation elects to be governed as to
committees of the Board of Directors by the provisions of Section 141(c)(2)of
the Delaware General Corporation Law. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate one or more
committees to have and to exercise such power and authority as the Board of
Directors shall specify. Each such Committee shall consist of such number of
Directors as from time to time may be fixed by the Board of Directors. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting may (whether or
not he or they constitute a quorum) unanimously appoint another Director to act
at the meeting in place of the absent or disqualified committee member. Each
committee may fix procedural rules for meeting and for conducting its business
and shall act in accordance therewith, except as otherwise provided in these
By-Laws or as otherwise required by law. Adequate provision shall be made for
notice to committee members of all committee meetings. One-half of the members
of each committee shall constitute a quorum (unless the committee shall consist
of one member, in which event one member shall constitute a quorum). All matters
shall be determined by a majority vote of the committee members present at the
committee meeting.

         Section 3.10. Minutes of Meetings of Committees. Each committee of the
Board of Directors shall keep minutes of its meetings and shall report the same
when and as required by the Board of Directors.

         Section 3.11. Compensation of Directors. Directors shall be paid their
expenses of attendance at meetings of the Board of Directors or committees
thereof. Directors, pursuant to a resolution adopted by a majority of the whole
Board of Directors, may also be paid a fixed sum for attendance at each meeting
of the Board of Directors or a committee thereof, a stated salary for service as
a Director, a stated salary for service as a Committee chairperson, and for
other service as a Director. No payment referred to in this Section 3.10 shall
preclude any Director from serving the Corporation in any other capacity or from
receiving compensation therefor.


<PAGE>

                                   ARTICLE IV
                                    OFFICERS

         Section 4.1. General. The Corporation's officers shall consist of a
Chief Executive Officer, a President, one or more Vice Presidents, a Secretary,
a Treasurer, and such other officers (which may include one or more Assistant
Secretaries and Assistant Treasurers) with such titles and duties as the Board
of Directors shall determine. The Chairman shall be an officer if designated by
the Board of Directors as an Executive Chairman. The officers may have such
additional personal titles as shall be approved by the Board of Directors to
indicate their function or seniority. Any number of offices may be held by the
same person. Each officer shall be elected by the Board of Directors, shall be
subject to supervision and direction by the Board of Directors, shall serve at
the pleasure of the Board of directors, and shall hold office for the term
prescribed by the Board of Directors. The salaries of all officers shall be
fixed by the Board of Directors. The authority, duties, or responsibilities of
any officer may be suspended by the Board of Directors with or without cause.
Any officer may be removed at any time by the Board of Directors with or without
cause. Any officer may resign at any time by submitting an electronic
transmission or by delivering a written notice of resignation, signed by such
officer, to the Chairman, the Chief Executive Officer or the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

         Section 4.2. The Chief Executive Officer. The Chief Executive Officer
shall be the Corporation's chief executive officer. Subject to the provisions of
these By-Laws and to the direction of the Board of Directors, the Chief
Executive Officer shall have responsibility for general management and control
of the Corporation's affairs and business and shall perform all duties and have
all powers which are commonly incident to the office of chief executive or which
are delegated to him by the Board of Directors. The Chief Executive Officer
shall have power to sign all stock certificates, contracts, and other authorized
instruments of the Corporation. The Chief Executive Officer shall have general
supervision and direction of the Corporation's other officers and agents.


         Section 4.3 The President. The President shall be responsible for the
day to day operations of the Corporation as may be delegated to the President by
the Chief Executive Officer from time to time and, if the Chief Executive
Officer shall be absent or unable to act, the President shall act in the stead
of the Chief Executive Officer.

         Section 4.4. The Vice Presidents. In the President's absence (or in the
event of his inability or refusal to act), the Vice President (or if there be
more than one Vice President, the Vice Presidents in the order designated by the
Board of Directors, or in the absence of such designation, then in the order of
their election, starting with the first to be elected) shall perform all duties
of the President. When so acting, such Vice President shall have all powers of,
and be subject to all restrictions upon, the President. The Vice President(s)
shall perform such other duties, and shall have such other powers, as the Board
of Directors shall prescribe.

         Section 4.5. The Secretary; Assistant Secretaries. The Secretary shall
attend all meetings of the Board of Directors and all meetings of stockholders,
and shall record the proceedings of such meetings in a book or books to be kept
for that purpose. If so directed by the Board of Directors, the Secretary shall
perform similar duties with respect to meetings of committees of the Board of
Directors. The Secretary shall give (or cause to be given) notice of all
meetings of stockholders and of all special meetings of the board of directors.
The Secretary shall have custody of the Corporation's seal and he (or any
Assistant Secretary) shall have authority to affix such seal to any appropriate
instrument. When so affixed, such seal may be attested by the Secretary's (or
such Assistant Secretary's) signature. The Board of Directors may give general
authority to any other officer to affix the Corporation's seal and to attest
such affixation by such other officer's signature. In the Secretary's absence
(or in the event of his inability or refusal to act), the Assistant Secretary
(or if there shall be more than one Assistant Secretary, the Assistant
Secretaries in the order designated by the Board of Directors, or in the absence
of such designation, then in the order of their election, starting with the
first to be elected) shall have all powers of, and be subject to all
restrictions upon, the Secretary. The Secretary and the Assistant Secretary (or
Assistant Secretaries) shall perform such other duties, and shall have such
other powers, as the Board of Directors shall prescribe with respect to each
such office.


<PAGE>

         Section 4.6. The Treasurer; Assistant Treasurers. The Treasurer shall
have custody of the Corporation's monies and securities, shall keep regular
books of account, and shall deposit all of the Corporation's monies and other
valuable effects in the name of (and to the credit of) the corporation in one or
more depositories designated by the Board of Directors. The Treasurer shall
disburse the Corporation's funds as directed by the Board of Directors and shall
take vouchers for such disbursements. The Treasurer shall render to the Board of
Directors at its regular meetings (or when otherwise directed by the Board of
Directors) an account of his transactions as Treasurer and of the Corporation's
financial condition. In the absence of the Treasurer (or in the event of his
inability or refusal to act), the Assistant Treasurer (or if there shall be more
than one Assistant Treasurer, the Assistant Treasurers in the order designated
by the Board of Directors, or in the absence of such designation, then in the
order of their election, starting with the first to be elected) shall have all
powers of, and be subject to all restrictions upon, the Treasurer. The Treasurer
and the Assistant Treasurer (or Assistant Treasurers) shall perform such other
duties, and shall have such other powers, as the Board of Directors shall
prescribe with respect to each such office.

         Section 4.7. Delegation of Authority. The Board of Directors may from
time to time delegate or authorize the delegation of the powers or duties of any
officer to any other officer or agent, notwithstanding any other provision of
these By-Laws.

         Section 4.8. Facsimile Signatures of Officers. Facsimile signatures of
any officer may be used whenever authorized by these By-Laws or by the Board of
Directors.

         Section 4.9. Action with Respect to Securities of Other Entities.
Unless otherwise prescribed by the Board of Directors, the Executive Chairman,
the Chief Executive Officer, the President or Secretary (or any other officer
designated by the Chief Executive Officer to act in their stead) shall have
power and authority on the Corporation's behalf to attend (and to act and vote
at) meetings of holders of securities of any entity in which the Corporation
shall own or hold securities. At such meetings, the Chairman, the Chief
Executive Officer, the President, Secretary or Chief Executive Officer's
designee, as the case may be, shall possess (and may exercise) all rights and
powers incident to the ownership or holding of such securities which the
Corporation might have possessed and exercised. The Chief Executive Officer, the
President, the Secretary or the Chief Executive Officer's designee may execute
and deliver on the Corporation's behalf powers of attorney, proxies, consents,
waivers, and other instruments relating to the securities owned or held by the
Corporation.

                                    ARTICLE V
                                  CAPITAL STOCK

         Section 5.1. Stock Certificates. Certificates for shares of the
Corporation's capital stock shall be in such form as shall be permitted by law
and approved by the Board of Directors. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by the Chairman or the Chief Executive Officer or the President or a
Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, certifying the number of shares owned by him in the
corporation. If such certificate is countersigned (1) by a transfer agent other
than the Corporation or its employee, or (2) by a registrar other than the
Corporation or its employee, any other signatures on the certificate may be
facsimile. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.

         If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the designations, preferences and
relative, participating optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificates which the Corporation shall issue to represent such
class or series of stock or there shall be set forth on the face or back of the
certificates which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish, without charge to each
stockholder who so requests, the designations, references and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Any restriction imposed upon the transfer of shares or
registration of transfer of shares shall be noted conspicuously on the
certificate representing the shares subject to such restriction.


<PAGE>

         Section 5.2. Transfer of Shares. Shares of the Corporation's capital
stock may be transferred on the Corporation's books only by the holder of such
shares (or by such holder's authorized attorney) upon surrender to the
Corporation or to the Corporation's transfer agent of the properly endorsed
certificate(s) representing such shares.

         Section 5.3. Lost, Stolen, or Destroyed Certificates. The Board of
Directors (or the Corporation's transfer agent) may authorize the issuance of a
new share certificate to replace any certificate theretofore issued by the
Corporation which is alleged to have been lost, stolen, or destroyed. The Board
of Directors, as a condition to such issuance, may require that the owner of
such lost, stolen, or destroyed certificate, or his legal representative, (i)
submit to the Corporation an affidavit stating that such certificate has been
lost, stolen, or destroyed, (ii) advertise the same in such manner as the Board
of Directors shall require, and/or (iii) give the Corporation a bond in such sum
as the Board of Directors shall require to indemnify the Corporation against any
claim that may be made against the Corporation in respect of the certificate
alleged to have been lost, stolen, destroyed or the certificate to be issued.

         Section 5.4. 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 shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting.

         In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, 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, and which record date shall be not more than sixty (60) days prior to
such action.

         If no record date is fixed:

         (1) 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 a
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.

         (2) The record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in this State, its
principal place of business, or an officer of agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.

         (3) The record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when prior action by the Board of
Directors is required, shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

         (4) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.


<PAGE>

         Section 5.5. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on the Corporation's
books as the owner of shares of capital stock to receive dividends on such
shares and to vote as owner of such shares. The Corporation need not recognize
any claim to (or interest in) such shares by any other person, whether or not
the Corporation shall have notice thereof, except as otherwise required by law.

         Section 5.6. Regulations. The Board of Directors shall have power and
authority to make all rules and regulations which it deems expedient concerning
the issuance, transfer, registration, cancellation, and replacement of
certificates representing the Corporation's capital stock.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         Section 6.1. Checks, etc. All checks, other drafts, and notes of the
Corporation in excess of Twenty-Five Thousand Dollars ($25,000) shall be signed
by at least two of such persons as the Board of Directors shall designate or
authorize. Any two of those persons designated or authorized by the Board of
Directors to sign checks, other drafts and notes of the Corporation are
authorized to open and jointly use such accounts with such banks or trust
companies as may from time to time be required for the purposes of the
Corporation.

         Section 6.2. Contracts. All contracts, agreements, indentures or other
written commitments intended to bind the Corporation shall be signed by an
officer pursuant to the authority of the Board of Directors including authority
limitation regulations adopted from time to time by the Board of Directors.

         Section 6.3. Pro-Forma Banking and Qualification Resolutions.
Resolutions from time to time necessary or appropriate for the opening or
maintenance by the Corporation of any account with any bank or trust company or
for the qualification of the Corporation to do business under the laws of any
state shall be effective and shall be adopted in haec verba as of the date of
certification thereof so long as such resolutions shall be certified by the
Secretary or an Assistant Secretary of the Corporation and filed with the
permanent records of the resolutions of the Directors of the Corporation.

         Section 6.4. Fiscal Year. The Corporation's fiscal year shall be the
twelve calendar months ending December 31 in each year unless otherwise fixed by
the Board of Directors.

         Section 6.5. Corporate Seal. The Corporation's corporate seal shall
have inscribed thereon the Corporation's name, the year of its incorporation,
and the words "Corporate Seal" and "Delaware".

         Section 6.6. Notices. Whenever any law, the Certificate of
Incorporation, or these By-Laws requires that notice be given to any Director,
officer, or stockholder, such notice may be given personally or in writing by
mail, addressed to such Director, officer, or stockholder at his address which
appears on the Corporation's records. Any notice given by mail shall be deemed
to have been given when deposited in the United States mail, with postage
thereon prepaid. Notice to Directors or officers may be given by telegram,
cable, radiogram, or facsimile, addressed to such Director or officer at his
address which appears on the Corporation's records, in which case notice shall
be deemed to have been given when delivered for transmission.

         Section 6.7. Time Periods. Whenever these By-Laws require that an act
be done or not be done a specified number of days prior to or after the
occurrence of any event (or require that an act be done or not be done within a
period of days prior to or after the occurrence of an event), calendar days
shall be used, with the day of the doing of such act excluded and the day of the
occurrence of such event included.


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         Section 6.8 Books and Records. Except to the extent otherwise required
by law, the books and records of the Corporation shall be kept at such place or
places within or without the State of Delaware as may be determined from time to
time by or under the authority of the Board of Directors.

         Section 6.9 Amendments. The holders of shares of capital stock entitled
at the time to vote for the election of Directors shall have power to amend or
repeal these By-Laws by vote of not less than a majority of such shares. Except
as otherwise provided by law, the Board of Directors shall have power to amend
or repeal these By-Laws by vote of not less than a majority of the entire Board
of Directors. Any by-law adopted by the Board of Directors, however, may be
amended or repealed by vote of the holders of a majority of the shares of
capital stock entitled at the time to vote for the election of Directors.

         Section 6.10 Construction. In the event of any conflict between the
provisions of these By-Laws and the Certificate of Incorporation, the provisions
of the Certificate of Incorporation shall be controlling.



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