EXHIBIT 3.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                      INTEGRATED ENERGY TECHNOLOGIES, INC.

          1. Name. The name of the Corporation is Integrated Energy
Technologies, Inc.

          2. Registered Office and Agent. The address of the Corporation's
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle. The name of the
Corporation's registered agent at such address is The Corporation Trust Company.

          3. Purpose. The purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware and to possess and exercise all of
the powers and privileges granted by such law and any other law of Delaware.

          4. Authorized Capital. The aggregate number of shares of stock which
the Corporation shall have authority to issue is One Hundred (100) shares, all
of which are of one class and are designated as Common Stock and each of which
has a par value of One Cent ($0.01).

          5. Incorporator. The name and mailing address of the incorporator are
Marian T. Ryan, 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia,
Pennsylvania 19103-2793.

          6. Bylaws. The board of directors of the Corporation is authorized to
adopt, amend or repeal the bylaws of the Corporation, except as otherwise
specifically provided therein.

          7. Elections of Directors. Elections of directors need not be by
written ballot unless the bylaws of the Corporation shall so provide.

          8. Right to Amend. The Corporation reserves the right to amend any
provision contained in this Certificate as the same may from time to time be in
effect in the manner now or hereafter prescribed by law, and all rights
conferred on stockholders or others hereunder are subject to such reservation.

          9. Limitation on Liability. The directors of the Corporation shall be
entitled to the benefits of all limitations on the liability of directors
generally that are now or hereafter become available under the General
Corporation Law of Delaware. Without limiting the



generality of the foregoing, no director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this Section 9 shall be
prospective only, and shall not affect, to the detriment of any director, any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

Dated: February 21, 2003


                                           -------------------------------------
                                           Marian T. Ryan, Incorporator

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