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                              RESTATED BY-LAWS OF
                        INDUSTRIAL TRAINING CORPORATION
                                        
        (effective as of, and with amendments through, January 4, 1996)
                                        
                              ARTICLE I - OFFICES
                              -------------------

The principal office of the corporation shall be located in the State of
Maryland.  The Corporation may have such offices either within or without the
State of incorporation, as the Board of Directors may designate or as the
business of the corporation may from time to time require.

                           ARTICLE II - STOCKHOLDERS
                           -------------------------

1.  ANNUAL MEETING.

The annual meeting of the stockholders shall be held on or before the 15th day
of June in each year, beginning with the year 1978 at 10:00 a.m., for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting.  If the day fixed for the annual meeting shall be a
legal holiday such meeting shall be held on the next succeeding business day.

2.  SPECIAL MEETINGS.

Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called only as provided in the Articles
of Incorporation.

3.  PLACE OF MEETING.

The directors may designate any place, either within or without the State unless
otherwise prescribed by statute, as the place of meeting for any annual meeting
or for any special meeting called by the Directors.  If no designation is made,
or if a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.

4.  NOTICE OF MEETING.

Written or printed notice stating the place, day and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) nor more than ninety (90) days
before the date of the meeting, either personally or by mail, by or at the
direction of the chairman and chief executive officer, or the secretary, or the
officer or persons calling the meeting, to each stockholder of record entitled
to vote at such meeting.  If mailed, such notice shall be 

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deemed to be delivered when deposited in the United States mail, addressed to
the stockholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.

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

For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or stockholders entitled
to receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the directors of the corporation may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, ninety (90) days.  If the stock transfer books shall
be closed for the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders such books shall be closed for at least ten
(10) days immediately preceding such meeting.  In lieu of closing the stock
transfer books, the directors may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than ninety (90) days and, in case of a meeting of stockholders, not less than
ten (10) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken.  If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the directors declaring
such dividend is adopted, as the case may be shall be the record date for such
determination of stockholders.  When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.

6.  VOTING LISTS.

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

7.  QUORUM.

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At any meeting of stockholders a majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders.  If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.  The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

8.  PROXIES.

At all meetings of stockholders a stockholder may vote by proxy executed in
writing by the stockholder or by his duly authorized attorney in fact.  Such
proxy shall be filed with the secretary of the corporation before or at the time
of the meeting.

9.  VOTING.

Each stockholder entitled to vote in accordance with the terms and provisions of
the certificate of incorporation and these by-laws shall be entitled to one
vote, in person or by proxy, for each share of stock entitled to vote held by
such stockholders.  Upon the demand of any stockholder, the vote for directors
and upon any question before the meeting shall be by ballot.  All elections for
directors shall be decided by plurality vote: all other questions shall be
decided by majority vote except as otherwise provided by the Certificate of
Incorporation or the laws of this state.

10. ORDER OF BUSINESS.

The order of business at all meetings of the stockholders, shall be as follows:

1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.

                       ARTICLE III - BOARD OF DIRECTORS
                       --------------------------------

1.  GENERAL POWERS.

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

2.  NUMBER, TENURE AND QUALIFICATIONS.

The number of directors of the corporation and the terms of office of the
directors shall be as provided in the Articles of Incorporation.

3.  REGULAR MEETINGS.

A regular meeting of the directors, shall be held without other notice than this
by-law immediately after, and at the same place as, the annual meeting of
stockholders.  The directors may provide, by resolution, the time and place for
the holding of additional regular meetings without other notice than such
resolution.

4.  SPECIAL MEETINGS.

Special meetings of the directors may be called by or at the request of the
chairman and chief executive officer or any two directors.  The person or
persons authorized to call special meetings of the directors may fix the place
for holding any special meeting of the directors called by them.

5.  NOTICE.

Notice of any special meeting shall be given at least 5 days previously thereto
by written notice delivered personally, or by telegram or mailed to each
director at his business address.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid.  If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.  The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.

6.  QUORUM.

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

7.  MANNER OF ACTING.

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Except as otherwise provided in the Articles of Incorporation or these bylaws,
the act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the directors.

8.  INFORMAL ACTION BY DIRECTORS.

Unless otherwise provided by law, any action required to be taken at a meeting
of the directors, or any other action which may be taken at a meeting of the
directors, may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.

9.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board for any reason shall be filled
only as provided in the Articles of Incorporation.

10. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed only as provided in the Articles of
Incorporation.

11. RESIGNATION.

A director may resign at any time by giving written notice to the board, the
chairman and chief executive officer or the secretary of the corporation.
Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

12. COMPENSATION.

Directors shall not receive any stated salary for their service but, by
resolution of the Board, outside directors may be allowed a quarterly retainer
fee and/or a fixed sum for attendance at each regular or special meeting of the
Board; provided that nothing containing herein shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefore.

13. PRESUMPTION OF ASSENT.

A director of the corporation who is present at a meeting of the directors at
which action on any corporate matter is taken shall be presumed to have assented
to the action 

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taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

14. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of three or more directors.
Each such committee shall serve at the pleasure of the board.

15. INTERESTED DIRECTORS.

Actions of the Board shall not be invalidated or otherwise affected by the fact
that one or more of its members have a personal interest, beyond their role as
directors of this corporation, in the particular action being voted upon,
provided said interested directors disclose to the board their interests in the
transaction.  Interested directors shall be counted in determining whether a
quorum exists at directors' meetings, may vote with the same effect as
disinterested directors (subject to their having made the disclosures provided
for herein), and shall be relieved from any liability that might otherwise arise
by reason of their contracting with this corporation for the benefit of
themselves or any firm or other corporation in which they are interested.

16. INDEMNIFICATION.

In the absence of fraud or bad faith, the corporation shall indemnify its
officers and directors, and every former officer and director, to the full
extent authorized or permitted by the laws of the state of incorporation,
against all liability and expenses (including, but not limited to, attorneys'
fees, amounts of any judgment, fine, and amounts paid in settlement) actually
and reasonably incurred by him in connection with or resulting from any action,
suit or proceeding in which such person may become involved as a party or
otherwise by reason of having been an officer or director of the corporation.

17. LIABILITY FOR DIVIDENDS ILLEGALLY DECLARED.

A director shall not be liable for dividends illegally declared, distributions
illegally made to shareholders, or any other action taken in reliance in good
faith upon financial statements of the corporation represented to him to be
correct by the president of the corporation or the officer having charge of its
books of account, or certified by an independent public or certified accountant
to fairly reflect the financial condition of the 

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corporation; nor shall he be liable if in good faith in determining the amount
available for dividends or distributions he considers the assets to be of their
book value.

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                             ARTICLE IV - OFFICERS
                             ---------------------

1.  NUMBER.

The officers of the corporation shall be a chairman and chief executive officer,
the president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the directors.  Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the
directors.

2.  ELECTION AND TERM OF OFFICE.

The officers of the corporation to be elected by the directors shall be elected
annually at the first meeting of the directors held after each annual meeting of
the stockholders.  Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

3.  REMOVAL.

Any officer or agent elected or appointed by the directors may be removed by the
directors whenever in their judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

4.  VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the directors for the unexpired portion of the
term.

5.  CHAIRMAN AND CHIEF EXECUTIVE OFFICER.

The chairman and chief executive officer shall be the principal executive
officer of the corporation and, subject to the control of the directors, shall
in general supervise and control all of the business and affairs of the
corporation.  He shall, when present, preside at all meetings of the
stockholders and of the directors.  He may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the directors,
certificates for shares of the corporation, any deeds, mortgages, bonds,
contracts or other instruments which the directors have authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the directors or by these by-laws to some other officer
or agent of the corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to the office of
chairman and chief executive officer and such other duties as may be prescribed
by the directors from time to time.

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6.  PRESIDENT.

The president shall be the principal operating officer of the corporation and,
subject to the control of the chairman and chief executive officer, shall in
general manage all of the day-to-day operations of the corporation.  He shall,
in the absence of the chairman and chief operating officer, preside at all
meetings of the stockholders and of the directors.  He may sign, with any other
proper officer of the corporation thereunto authorized by the directors, any
deeds, mortgages, bonds, contracts or other instruments which the directors have
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the directors or by these by-laws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties
incident to the office of president and such other duties as may be prescribed
by the chairman and chief executive officer and directors from time to time.

7.  VICE PRESIDENT.

In the absence of the president or in the event of his death, inability or
refusal to act, one of the vice presidents designated by the board of directors
shall perform the duties of the president, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the president.  The
vice president shall perform such other duties as from time to time may be
assigned to him by the chairman and chief executive officer, the president or by
the directors.

8.  SECRETARY.

The secretary shall keep the minutes of the stockholders' and of the directors'
meetings in one or more books provided for that purpose, see that all notices
are duly given in accordance with the provisions of these bylaws or as required,
be custodian of the corporate records and of the seal of the corporation and
keep a register of the post office address of each stockholder which shall be
furnished to the secretary by such stockholder, have general charge of the stock
transfer books of the corporation and in general perform all duties incident to
the office of secretary and such other duties as from time to time may be
assigned to him by the chairman and chief executive officer, president or by the
directors.

9.  TREASURER.

If required by the directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
directors shall determine.  He shall have charge and custody of and be
responsible for all funds and securities of the corporation receive and give
receipts for moneys due and payable to the 

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corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected in accordance with these bylaws and in general perform all of the
duties as from time to time may be assigned to him by the chairman and chief
executive officer, president or by the directors.

10. SALARIES.

The salaries of the officers shall be fixed from time to time by the directors
and no officer shall be prevented from receiving such salary by reason of the
fact that he is also a director of the corporation.

               ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
               -------------------------------------------------

1.  CONTRACTS.

Except as provided in the Articles of Incorporation, the directors may authorize
any officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.

2.  LOANS.

No loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the directors.  Such authority may be general or confined to specific instances.

3.  CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.

4.  DEPOSITS.

All funds of the corporation not otherwise employed shall be deposited from time
to time to the credit of the corporation in such banks, trust companies or other
depositories as the directors may select.

            ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
            -------------------------------------------------------

1.  CERTIFICATES FOR SHARES.

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Certificates representing shares of the corporation shall be in such form as
shall be determined by the directors.  Such certificates shall be signed by the
chairman and chief executive officer and by the secretary or by such other
officers authorized by law and by the directors.  All certificates for shares
shall be consecutively numbered or otherwise identified.  The name and address
of the stockholders, the number of shares and date of issue, shall be entered on
the stock transfer books of the corporation.  All certificates surrendered to
the corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled; except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the directors may prescribe.

2.  TRANSFERS OF SHARES.

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

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

                           ARTICLE VII - FISCAL YEAR
                           -------------------------

The fiscal year of the corporation shall begin on such date as may be determined
by resolution of the Board of Directors.

                           ARTICLE VIII - DIVIDENDS
                           ------------------------

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

                               ARTICLE IX - SEAL
                               -----------------

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The directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".

                         ARTICLE X - WAIVER OF NOTICE
                         ----------------------------

Unless otherwise provided by law, whenever any notice is required to be given to
any director of the corporation under the provisions of these by-laws or under
the provisions of the Articles of Incorporation, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                            ARTICLE XI - AMENDMENTS
                            -----------------------

These by-laws may be altered, amended or repealed and new by-laws adopted only
by a vote of the directors representing a majority of the entire Board of
Directors.

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