QD CAPITAL CORPORATION

Incorporated under the laws

of the State of Delaware

BY-LAWS

As adopted on May 1, 2003

BY-LAWS OF

QD CAPITAL CORPORATION

ARTICLE I

OFFICES

The registered office of QD Capital Corporation (the Corporation) in the State of Delaware shall be at 9 East Loockerman Street, Suite 1B, City of Dover, County of Kent 19901, and the registered agent in charge thereof shall be National Registered Agents, Inc.

The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board of Directors (theBoard). The Board is granted full power and authority to change said principal office from one location to another.

The Corporation may also have an office or offices at any other place or places within or outside the State of Delaware.

ARTICLE II

MEETING OF STOCKHOLDERS;

STOCKHOLDERS CONSENT IN LIEU OF MEETING

The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board and designated in the notice or waiver of notice thereof, except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware (the Delaware Statute) to be taken at a stockholders annual meeting are taken by written consent in lieu of meeting pursuant to Section 2.10.

A special meeting of the stockholders for any purpose or purposes may be called by the Board, or by a committee of the Board that has been duly designated by the Board and whose powers and authority, as provided in a resolution of the board or in the By-laws of the Corporation, include the power to call such meetings, the Chairman, the Chief

Executive Officer, the President or the record holders of at least a majority of the issued and outstanding shares of Common Stock of the Corporation, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons specified in any provisions of the Certificate of Incorporation of the Corporation (the Certificate of Incorporation) or any amendment thereto, or any certificate filed under Section 151(g) of the Delaware Statute, then such special meeting may also be called by the person or persons in the manner, at the times and for the purposes so specified.

Except as otherwise required by applicable law, the Certificate of Incorporation or these By-laws, notice of each annual or special meeting of the stockholders shall be given to each stockholder of record entitled to vote at such meeting not less than 10 nor more than 60 days before the day on which the meeting is to be held, by delivering written notice thereof to him personally, or by mailing a copy of such notice, postage prepaid, directly to him at his address as it appears in the records of the Corporation, or by transmitting such notice thereof to him at such address by telegraph, cable or other telephonic transmission. Every such notice shall state the place, the date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, or who shall, in person or by attorney thereunto authorized, waive such notice in writing, either before or after such meeting. Except as otherwise provided in these By-laws, neither the business to be transacted at, nor the purpose of, any meeting of the stockholders need be specified in any such notice or waiver of notice. Notice of any adjourned meeting of stockholders shall not be required to be given, except when expressly required by law.

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