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                     A M E N D E D   A N D   R E S T A T E D

                                  B Y - L A W S

                                       O F

                             USABANCSHARES.COM, INC.
                          (a Pennsylvania Corporation)

                                    ARTICLE I
                                     ------
                             OFFICES AND FISCAL YEAR

         Section 1.01. REGISTERED OFFICE. The registered office of the
corporation in Pennsylvania shall be 1535 Locust Street, Philadelphia,
Pennsylvania 19102, until otherwise established by an amendment of the Articles
or by the Board of Directors and a record of such change is filed with the
Department of State in the manner provided by law.

         Section 1.02. OTHER OFFICE. The corporation may also have offices at
such other places within or without Pennsylvania as the Board of Directors may
from time to time appoint or the business or the corporation may require.

         Section 1.03. FISCAL YEAR. The fiscal year of the corporation shall
begin the 1st day of January in each year.


                                   ARTICLE II
                                      -----
                      NOTICE - WAIVERS - MEETINGS GENERALLY

         Section 2.01. MANNER OF GIVING NOTICE.

                  (a) General Rule. Whenever written notice is required to be
given to any person under the provisions of the Business Corporation Law or by
the Articles or these By-Laws, it may be given to the person either personally
or by sending a copy thereof by first class or express mail, postage prepaid, or
by telegram (with messenger service specified), telex (with answerback received)
or courier service, charges prepaid, or by telecopier, to the address (or to the
telex, telecopier or telephone number) of the person appearing on the books of
the corporation or, in the case of directors, supplied by the directors to the
corporation for the purpose of notice. If the notice is sent by mail, telegraph
or courier service, it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a telegraph office or
courier service for delivery to that person or, in the case of telex, when
dispatched or, in the case of telecopier, when received. A notice of meeting
shall specify the place, day and hour of the meeting and any other information
required by any other provision of the Business Corporation Law, the Articles or
these By-Laws.



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                  (b) Adjourned Shareholder Meetings. When a meeting of
shareholders is adjourned, it shall not be necessary to give any notice of the
adjourned meeting or of the business to be transacted at an adjourned meeting,
other than by announcement at the meeting at which the adjournment is taken,
unless the board fixes a new record date for the adjourned meeting.

         Section 2.02. NOTICE OF MEETINGS OF BOARD OF DIRECTORS. Notice of every
meeting of the Board of Directors shall be given to each director by telephone
or in writing at least twenty-four (24) hours (in the case of notice by
telephone, telex or telecopier) or forty-eight (48) hours (in the case of notice
by telegraph, courier service or express mail) or five (5) days (in the case of
notice by first class mail) before the time at which the meeting is to be held.
Every such notice shall state the time and place of the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the board need be specified in a notice of a meeting.

         Section 2.03.  NOTICE OF MEETINGS OF SHAREHOLDERS.

                  (a) General Rule. Written notice of every meeting of the
shareholders shall be given by, or at the direction of, the Secretary to each
shareholder of record entitled to vote at the meeting at least:

                           (1) Ten (10) days prior to the day named for a
         meeting called to consider a fundamental transaction under 15 Pa.C.S.
         Chapter 19 regarding amendments of Articles of incorporation, mergers,
         consolidations, share exchanges, sale of assets, divisions,
         conversions, liquidations and dissolution; or

                           (2) five (5) days prior to the day named for the
         meeting in any other case.

If the Secretary neglects or refuses to give notice of a meeting, the person or
persons calling the meeting may do so. In the case of a special meeting of
shareholders, the notice shall specify the general nature of the business to be
transacted.

                  (b) Notice of Action by Shareholders on By-Laws. In the case
of a meeting of shareholders that has as one of its purposes action on the
By-Laws, written notice shall be given to each shareholder that the purpose, or
one of the purposes, of the meeting is to consider the adoption, amendment or
repeal of the By-Laws. There shall be included in, or enclosed with, the notice
a copy of the proposed amendment or a summary of the changes to be effected
thereby.

         Section 2.04.  WAIVER OF NOTICE.

                  (a) Written Waiver. Whenever any written notice is required to
be given under the provisions of the Business Corporation Law, the Articles or
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of the notice. Except as otherwise required
by this subsection, neither the business to be transacted at, nor the purpose
of, a meeting need be specified in the waiver of notice of the meeting. In the
case of a special meeting of shareholders, the waiver of notice shall specify
the general nature of the business to be transacted.


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                  (b) Waiver by Attendance. Attendance of a person at any
meeting shall constitute a waiver of notice of the meeting except where a person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting was not lawfully
called or convened.

         Section 2.05. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE. Whenever
the language of a proposed resolution is included in a written notice of a
meeting required to be given under the provisions of the Business Corporation
Law or the Articles or these By-Laws, the meeting considering the resolution may
without further notice adopt it with such clarifying or other amendments as do
not enlarge its original purpose.

         Section 2.06.  EXCEPTION TO REQUIREMENT OF NOTICE.

                  (a) General Rule. Whenever any notice or communication is
required to be given to any person under the provisions of the Business
Corporation Law or by the Articles or these By-Laws or by the terms of any
agreement or other instrument or as a condition precedent to taking any
corporate action and communication with that person is then unlawful, the giving
of the notice or communication to that person shall not be required.

                  (b) Shareholders Without Forwarding Addresses. Notice or other
communications shall not be sent to any shareholder with whom the corporation
has been unable to communicate for more than twenty-four (24) consecutive months
because communications to the shareholder are returned unclaimed or the
shareholder has otherwise failed to provide the corporation with a current
address. Whenever the shareholder provides the corporation with a current
address, the corporation shall commence sending notices and other communications
to the shareholder in the same manner as to other shareholders.

         Section 2.07. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT. One or
more persons may participate in a meeting of the Board of Directors or the
shareholders of the corporation by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this section
shall constitute presence in person at the meeting.


                                   ARTICLE III
                                      -----
                                  SHAREHOLDERS

         Section 3.01. PLACE OF MEETING. All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation unless
another place is designated by the Board of Directors in the notice of a
meeting.

         Section 3.02. ANNUAL MEETING. The Board of Directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and time
is fixed by the board, the meeting for any calendar year shall be held on the
first day of April in such year, if not a legal holiday under the laws of
Pennsylvania, and, if a legal holiday, then on the next succeeding business day,
if not a Saturday, at 10 o'clock A.M., and at said meeting the shareholders then
entitled to vote shall elect directors and shall transact such other business as
may properly be brought before the meeting. If the annual meeting shall not have
been called and held within six (6) months after the designated time, any
shareholder may call the meeting at any time thereafter.

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         Section 3.03.  SPECIAL MEETINGS.

                  (a) Call of Special Meetings. Special meetings of the
shareholders may be called at any time:

                           (1) by the Board of Directors; or

                           (2) unless otherwise provided in the Articles, by
         shareholders entitled to cast at least twenty (20%) percent of the vote
         that all shareholders are entitled to cast at the particular meeting.

                  (b) Fixing of Time for Meeting. At any time, upon written
request of any person who has called a special meeting, it shall be the duty of
the Secretary to fix the time of the meeting which shall be held not more than
sixty (60) days after the receipt of the request. If the Secretary neglects or
refuses to fix a time of the meeting, the person or persons calling the meeting
may do so.

         Section 3.04.  QUORUM AND ADJOURNMENT.

                  (a) General Rule. A meeting of shareholders of the corporation
duly called shall not be organized for the transaction of business unless a
quorum is present. The presence of shareholders entitled to cast at least a
majority of the votes that all shareholders are entitled to cast on a particular
matter to be acted upon at the meeting shall constitute a quorum for the
purposes of consideration and action on the matter. Shares of the corporation
owned, directly or indirectly, by it and which are controlled, directly or
indirectly, by the Board of Directors of this corporation, as such, shall not be
counted in determining the total number of outstanding shares for quorum
purposes at any given time.

                  (b) Withdrawal of a Quorum. The shareholders present at a duly
organized meeting can continue to do business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.

                  (c) Adjournment for Lack of Quorum. If a meeting cannot be
organized because a quorum has not attended, those present may, except as
provided in the Business Corporation Law, adjourn the meeting to such time and
place as they may determine.

                  (d) Adjournments Generally. Any meeting at which directors are
to be elected shall be adjourned only from day to day, or for such longer
periods not exceeding fifteen (15) days each as the shareholders present and
entitled to vote shall direct, until the directors have been elected. Any other
regular or special meeting may be adjourned for such period as the shareholders
present and entitled to vote shall direct.


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                  (e) Electing Directors at Adjourned Meeting. Those
shareholders entitled to vote who attend a meeting called for the election of
directors that had been previously adjourned for lack of a quorum, although less
than a quorum as fixed in this section, shall nevertheless constitute a quorum
for the purpose of electing directors.

                  (f) Other Action in Absence of Quorum. Those shareholders
entitled to vote who attend a meeting of shareholders that has been previously
adjourned for one or more periods aggregating at least fifteen (15) days because
of an absence of a quorum, although less than a quorum as fixed in this section,
shall nevertheless constitute a quorum for the purpose of acting upon any matter
set forth in the notice of the meeting if the notice states that those
shareholders who attend the adjourned meeting shall nevertheless constitute a
quorum for the purpose of acting upon the matter.

         Section 3.05. ACTION BY SHAREHOLDERS. Except as otherwise provided in
the Business Corporation Law or the Articles or these By-Laws, whenever any
corporate action is to be taken by vote of the shareholders of the corporation,
it shall be authorized by a majority of the votes cast at a duly organized
meeting of shareholders by the holders of shares entitled to vote thereon.

         Section 3.06. ORGANIZATION. At every meeting of the shareholders, the
Chairman of the Board, if there be one, or, in the case of vacancy in office or
absence of the Chairman of the Board, one of the following officers present in
the order stated: the Vice Chairman of the Board, if there be one, the
President, the Vice Presidents in their order of rank and seniority, or a person
chosen by vote of the shareholders present, shall act as Chairman of the
meeting. The Secretary or, in the absence of the Secretary, an Assistant
Secretary, or in the absence of both the Secretary and Assistant Secretaries, a
person appointed by the Chairman of the meeting, shall act as Secretary.

         Section 3.07. VOTING RIGHTS OF SHAREHOLDERS. Unless otherwise provided
in the Articles, every shareholder of the corporation holding shares entitled to
vote on matters submitted to shareholders shall be entitled to one vote for
every such share registered in the name of the shareholder on the books of the
corporation.

         Section 3.08.  VOTING AND OTHER ACTION BY PROXY.

                  (a) General Rule.

                           (1) Every shareholder entitled to vote at a meeting
         of shareholders or to express consent or dissent to corporate action in
         writing without a meeting may authorize another person to act for the
         shareholder by proxy.

                           (2) The presence of, or vote or other action at a
         meeting of shareholders, or the expression of consent or dissent to
         corporate action in writing, by a proxy of a shareholder shall
         constitute the presence of, or vote or action by, or written consent or
         dissent of the shareholder.


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                           (3) Where two or more proxies of a shareholder are
         present, the corporation shall, unless otherwise expressly provided in
         the proxy, accept as the vote of all shares represented thereby the
         vote cast by a majority of them and, if a majority of the proxies
         cannot agree whether the shares represented shall be voted or upon the
         manner of voting the shares, the voting of the shares shall be divided
         equally among those persons.

                  (b) Minimum Requirements. Every proxy shall be executed in
writing by the shareholder or by the duly authorized attorney-in-fact of the
shareholder and filed with the Secretary of the corporation. A proxy, unless
coupled with an interest, shall be revocable at will, notwithstanding any other
agreement or any provision in the proxy to the contrary, but the revocation of a
proxy shall not be effective until written notice thereof has been given to the
Secretary of the corporation. An unrevoked proxy shall not be valid after three
(3) years from the date of its execution unless a longer time is expressly
provided therein. A proxy shall not be revoked by the death or incapacity of the
maker unless, before the vote is counted or the authority is exercised, written
notice of the death or incapacity is given to the Secretary of the corporation.

                  (c) Expenses. Unless otherwise restricted in the Articles, the
corporation shall pay the reasonable expenses of solicitation of votes, proxies
or consents of shareholders by or on behalf of the Board of Directors or its
nominees for election to the board, including solicitation by professional proxy
solicitors and otherwise.

         Section 3.09. VOTING BY FIDUCIARIES AND PLEDGEES. Shares of the
corporation standing in the name of a trustee or other fiduciary and shares held
by an assignee for the benefit of creditors or by a receiver may be voted by the
trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred into
the name of the pledgee, or a nominee of the pledgee, but nothing in this
section shall affect the validity of proxy given to a pledgee or nominee.

         Section 3.10.  VOTING BY JOINT HOLDERS OF SHARES.

                  (a) General Rule. Where shares of the  corporation  are held
jointly or as tenants in common by two or more persons, as fiduciaries or
otherwise:

                           (1) if only one or more of such persons is present in
         person or by proxy, all of the shares standing in the names of such
         persons shall be deemed to be represented for the purpose of
         determining a quorum and the corporation shall accept as the vote of
         all the shares the vote cast by a joint owner or a majority of them;
         and

                           (2) if the persons are equally divided upon whether
         the shares held by them shall be voted or upon the manner of voting the
         shares, the voting of the shares shall be divided equally among the
         persons without prejudice to the rights of the joint owners or the
         beneficial owners thereof among themselves.

                  (b) Exception. If there has been filed with the Secretary of
the corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the agreement under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares, the
persons specified as having such voting power in the document latest in date of
operative effect so filed, and only those persons, shall be entitled to vote the
shares but only in accordance therewith.


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         Section 3.11.  VOTING BY CORPORATIONS.

                  (a) Voting by Corporate Shareholders. Any corporation that is
a shareholder of this corporation may vote by any of its officers or agents, or
by proxy appointed by any officer or agent, unless some other person, by
resolution of the Board of Directors of the other corporation or provision of
its Articles or By-Laws, a copy of which resolution or provision certified to be
correct by one of its officers has been filed with the Secretary of this
corporation, is appointed its general or special proxy in which case that person
shall be entitled to vote the shares.

                  (b) Controlled Shares. Shares of this corporation owned,
directly or indirectly, by it and which are controlled, directly or indirectly,
by the Board of Directors of this corporation, as such, shall not be voted at
any meeting and shall not be counted in determining the total number of
outstanding shares for voting purposes at any given time.

         Section 3.12.  DETERMINATION OF SHAREHOLDERS OF RECORD.

                  (a) Fixing Record Date. The Board of Directors may fix a time
prior to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote at, the
meeting, which time, except in the case of an adjourned meeting, shall be not
more than ninety (90) days prior to the date of the meeting of shareholders.
Only shareholders of record on the date fixed shall be so entitled
notwithstanding any transfer of shares on the books of the corporation after any
record date fixed as provided in this subsection. The Board of Directors may
similarly fix a record date for the determination of shareholders of record for
any other purpose. When a determination of shareholders of record has been made
as provided in this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the board fixes a new record date for
the adjourned meeting.

                  (b)      Determination When A Record Date Is Not Fixed.  If a
record date is not fixed:

                           (1) The record date for determining shareholders
                  entitled to notice of or to vote at a meeting of shareholders
                  shall be at the close of business on the date next preceding
                  the day on which notice is given or, if notice is waived, at
                  the close of business on the day immediately preceding the day
                  on which the meeting is held.

                           (2) The record date for determining shareholders
                  entitled to express consent or dissent to corporate action in
                  writing without a meeting, when prior action by the Board of
                  Directors is not necessary, shall be the close of business on
                  the day on which the first written consent or dissent is filed
                  with the Secretary of the corporation.

                           (3) The record date for determining shareholders 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.

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         Section 3.13.  VOTING LISTS.

                  (a) General Rule. The officer or agent having charge of the
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and of the number shares held by each.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof.

                  (b) Effect of List. Failure to comply with the requirements of
this section shall not effect the validity of any action taken at a meeting
prior to a demand at the meeting by any shareholder entitled to vote thereat to
examine the list. The original share register or transfer book, or a duplicate
thereof kept in this Commonwealth, shall be prima facie evidence as to who are
the shareholders entitled to examine the list or share register or transfer book
or to vote at any meeting of shareholders.

         Section 3.14.  JUDGES OF ELECTION.

                  (a) Appointment. In advance of any meeting of shareholders of
the corporation, the Board of Directors may appoint judges of election, who need
not be shareholders, to act at the meeting or any adjournment thereof. If judges
of election are not so appointed, the presiding officer of the meeting may, and
on the request of any shareholder shall, appoint judges of election at the
meeting. The number of judges shall be one or three. A person who is a candidate
for office to be filled at the meeting shall not act as a judge.

                  (b) Vacancies. In case any person appointed as a judge fails
to appear or fails or refuses to act, the vacancy may be filled by appointment
made by the Board of Directors in advance of the convening of the meeting or at
the meeting by the presiding officer thereof.

                  (c) Duties. The judges of election shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, the authenticity, validity and effect of
proxies, receive votes or ballots, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes, determine the result and do such acts as may be proper to
conduct the election or vote with fairness to all shareholders. The judges of
election shall perform their duties impartially, in good faith, to the best of
their ability and as expeditiously as is practical. If there are three judges of
election, the decision, act or certificate of a majority shall be effective in
all respects as the decision, act or certificate of a majority shall be
effective in all respects as the decision, act or certificate of all.

                  (d) Report. On request of the presiding officer of the
meeting, or of any shareholder, the judge shall make a report in writing of any
challenge or question or matter determined by them, and execute a certificate of
any fact found by them. Any report or certificate made by them shall be prima
facie evidence of the facts stated therein.


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         Section 3.15.  CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.

                  (a) Unanimous Written Consent. Any action required or
permitted to be taken at a meeting of the shareholders or of a class of
shareholders may be taken without a meeting if, prior or subsequent to the
action, a consent or consents thereto by all of the shareholders who would be
entitled to vote at a meeting for such purpose shall be filed with the Secretary
of the corporation.

                  (b) Partial Written Consent. Any action required or permitted
to be taken at a meeting of the shareholders or of a class of shareholders may
be taken without a meeting upon the written consent of shareholders who would
have been entitled to cast the minimum number of votes that would be necessary
to authorize the action at a meeting at which all shareholders entitled to vote
thereon were present and voting. The consents shall be filed with the Secretary
of the corporation. The action shall not become effective until after at least
ten (10) days' written notice of the action has been given to each shareholder
entitled to vote thereon who has not consented thereto.

         Section 3.16. MINORS AS SECURITY HOLDERS. The corporation may treat a
minor who holds shares or obligations of the corporation as having capacity to
receive and to empower others to receive dividends, interest, principal and
other payments or distributions, to vote or express consent or dissent and to
make elections and exercise rights relating to such shares or obligations
unless, in the case of payments or distributions on shares, the corporate
officer responsible for maintaining the list of shareholders or the transfer
agent of the corporation or, in the case of payments or distributions on
obligations, the Treasurer or paying officer or agent has received written
notice that the holder is a minor.


                                   ARTICLE IV
                                   ----------
                               BOARD OF DIRECTORS

         Section 4.01.  POWERS; PERSONAL LIABILITY.

                  (a) General Rule. Unless otherwise provided by statute all
powers vested by law in the corporation shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the Board of Directors.

                  (b) Standard of Care; Justifiable Reliance. A director shall
stand in a fiduciary relation to the corporation and shall perform his or her
duties as a director, including duties as a member of any committee of the board
upon which the director may serve, in good faith, in a manner the director
reasonably believes to be in the best interests of the corporation and with such
care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his or her duties,
a director shall be entitled to rely in good faith on information, opinions,
reports or statements, including financial statements and other financial data,
in each case prepared or presented by any of the following:

                           (1) One or more officers or employees of the
         corporation whom the director reasonably believes to be reliable and
         competent in the matters presented.

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                           (2) Counsel, public accountants or other persons as
         to matters which the director reasonably believes to be within the
         professional or expert competence of such person.

                           (3) A committee of the board upon which the director
         does not serve, duly designated in accordance with law, as to matters
         within its designated authority, which committee the director
         reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if the director
has knowledge concerning the matter in question that would cause his or her
reliance to be unwarranted.

                  (c) Consideration of Factors. In discharging the duties of
their respective positions, the Board of Directors, committees of the board and
individual directors may, in considering the best interests of the corporation,
consider the effects of any action upon employees, upon suppliers and customers
of the corporation and upon communities in which offices or other establishments
of the corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation of subsection
(b). If more than one class are to be elected, each class of directors shall be
elected in a separate election.

                  (d) Presumption. Absent breach of fiduciary duty, lack of good
faith or self-dealing, actions taken as a director or any failure to take any
action shall be presumed to be in the best interests of the corporation.

                  (e)      Personal liability of directors.

                           (1) A director shall not be personally liable, as
         such, for monetary damages for any action taken, or any failure to take
         any action, unless:

                                    (i) the  director  has  breached or failed
                  to perform the duties of his or her office  under this
                  section; and

                                    (ii) the breach or failure to perform
                  constitutes self-dealing, willful misconduct or recklessness.

                           (2) The provisions of paragraph (1) shall not apply
         to the responsibility or liability of a director pursuant to any
         criminal statute, or the liability of a director for the payment of
         taxes pursuant to local, State or Federal law.


                                      -10-
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                  (f) Notation of dissent. A director who is present at a
meeting of the board of directors, or of a committee of the board, at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his or her dissent is entered in the minutes of the
meeting or unless the director files a written dissent to the action with the
secretary of the meeting before the adjournment thereof or transmits the dissent
in writing to the secretary of the corporation immediately after the adjournment
of the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this section shall bar a director from asserting
that minutes of the meeting incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, the director notifies the secretary in
writing, of the asserted omission or inaccuracy.

                  Section 4.02.  QUALIFICATION AND SELECTION OF DIRECTORS.

                  (a) Qualifications. Each director of the corporation shall be
a natural person of full age who need not be a resident of Pennsylvania or a
shareholder of the corporation.

                  (b) Election of directors. Except as otherwise provided in
these bylaws, directors of the corporation shall be elected by the shareholders.
In elections for directors, voting need not be by ballot, except upon demand
made by a shareholder entitled to vote at the election and before the voting
begins. The candidates receiving the highest number of votes from each class or
group of classes, if any, entitled to elect directors separately up to the
number of directors to be elected by the class or group of classes shall be
elected. If at any meeting of shareholders, directors of more than one class are
to be elected, each class of directors shall be elected in a separate election.

         Section 4.03.  NUMBER AND TERM OF OFFICE.

                  (a) Number. The Board of Directors shall consist of such
number of directors as may be determined from time to time by resolution of the
Board of Directors or by the vote of the shareholders entitled to vote on such
matters. The initial number of directors of the corporation shall be five.

                  (b) Term of Office. Each director shall hold office until the
expiration of the term for which he or she was elected and until a successor has
been selected and qualified or until his or her earlier death, resignation or
removal. A decrease in the number of directors shall not have the effect of
shortening the term of any incumbent director.

                  (c) Resignation. Any director may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.

         Section 4.04.  VACANCIES.

                  (a) General Rule. Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of directors, may
be filled by a majority vote of the remaining members of the board though less
than a quorum, or by a sole remaining director, and each person so selected
shall be a director to serve for the balance of the unexpired term, and until a
successor has been selected and qualified or until his or her earlier death,
resignation or removal.

                  (b) Action by Resigned Directors. When one or more directors
resign from the board effective at a future date, the directors then in office,
including those who have so resigned, shall have power by the applicable vote to
fill the vacancies, the vote thereon to take effect when the resignations become
effective.

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         Section 4.05.  REMOVAL OF DIRECTORS.

                  (a) Removal by the Shareholders. The entire Board of
Directors, or any class of the board, or any individual director may be removed
from office without assigning any cause by the vote of shareholders, or of the
holders of a class or series of shares, entitled to elect directors, or the
class of directors. In case the board or a class of the board or any one or more
directors are so removed, new directors may be elected at the same meeting. The
Board of Directors may be removed at any time with or without cause by the
unanimous vote or consent of shareholders entitled to vote thereon.

                  (b) Removal by the Board. The Board of Directors may declare
vacant the office of a director who has been judicially declared of unsound mind
or who has been convicted of an offense punishable by imprisonment for a term of
more than one year or if, within sixty (60) days after notice of his or her
selection, the director does not accept the office either in writing or by
attending a meeting of the Board of Directors.

         Section 4.06. PLACE OF MEETINGS. Meetings of the Board of Directors may
be held at such place within or without Pennsylvania as the Board of Directors
may from time to time appoint or as may be designated in the notice of the
meeting.

         Section 4.07. ORGANIZATION OF MEETINGS. At every meeting of the Board
of Directors, the Chairman of the Board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the Vice Chairman of the Board,
if there be one, the President, the Vice Presidents in their order of rank and
seniority, or a person chosen by a majority of the directors present, shall act
as Chairman of the meeting. The Secretary or, in the absence of the Secretary,
an Assistant Secretary, or, in the absence of the Secretary and the Assistant
Secretaries, any person appointed by the Chairman of the meeting, shall act as
Secretary.

         Section 4.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such time and place as shall be designated from time
to time by resolution of the Board of Directors.

         Section 4.09. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever called by the Chairman or by two or more of the
directors.

         Section 4.10.  QUORUM OF AND ACTION BY DIRECTORS.

                  (a) General Rule. A majority of the directors in office of the
corporation shall be necessary to constitute a quorum for the transaction of
business and the acts of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the acts of the Board of
Directors.

                  (b) Action by Written Consent. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting if, prior or subsequent to the action, a consent or consents thereto by
all of the directors in office is filed with the Secretary of the corporation.


                                      -12-
<PAGE>

         Section 4.11.  EXECUTIVE AND OTHER COMMITTEES.

                  (a) Establishment and Powers. The Board of Directors may, by
resolution adopted by a majority of the directors in office, establish one or
more committees to consist of one or more directors of the corporation. Any
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all of the powers and authority of the Board of
Directors except that a committee shall not have any power or authority as to
the following:


                           (1) The submission to shareholders of any action
         requiring approval of shareholders under the Business Corporation Law;

                           (2) The creation or filling of vacancies in the Board
         of Directors;

                           (3) The adoption, amendment or repeal of these
         By-Laws;

                           (4) The amendment or repeal of any resolution of the
         board that by its terms is amendable or repealable only by the board;
         and/or

                           (5) Action on matters committed by a resolution of
         the Board of Directors to another committee of the board.

                  (b) Alternate Committee Members. The board may designate one
or more directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee or for the
purposes of any written action by the committee. In the absence or
disqualification of a member and alternate member or members of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
director to act at the meeting in the place of the absent or disqualified
member.

                  (c) Term. Each committee of the board shall serve at the
pleasure of the board.

                  (d) Committee Procedures. The term "Board of Directors" or
"Board," when used in any provisions of these By-Laws relating to the
organization or procedures of or the manner of taking action by the Board of
Directors, shall be construed to include and refer to any executive or other
committee of the board.

         Section 4.12. COMPENSATION. The Board of Directors shall have the
authority to fix compensation of directors for their services as directors and a
director may be a salaried officer of the corporation.



                                      -13-
<PAGE>


                                    ARTICLE V
                                   ----------
                                    OFFICERS

         Section 5.01.  OFFICERS GENERALLY.

                  (a) Number, Qualification and Designation. The officers of the
corporation shall be a President, a Secretary, a Treasurer, and such other
officers as may be elected in accordance with the provisions of Section 5.03.
Officers may but need not be directors or shareholders of the corporation. The
President and Secretary shall be natural persons of full age. The Treasurer may
be a corporation, but if a natural person shall be of full age. The Board of
Directors may elect from among the members of the board a Chairman of the board
and a Vice Chairman of the board who shall be officers of the corporation. Any
number of offices may be held by the same person.

                  (b) Resignations. Any officer may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as may be
specified in the notice of resignation.

                  (c) Bonding. The corporation may secure the fidelity of any or
 all of its officers by bond or otherwise.

                  (d) Standard of Care. Except as otherwise provided in the
Articles, an officer shall perform his or her duties as an officer in good
faith, in a manner he or she reasonably believes to be in the best interests of
the corporation and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his or her duties shall not be liable by
reason of having been an officer of the corporation.

         Section 5.02. ELECTION AND TERM OF OFFICE. The officers of the
corporation, except those elected by delegated authority pursuant to Section
5.03, shall be elected annually by the Board of Directors, and each such officer
shall hold office for a term of one year and until a successor has been selected
and qualified or until his or her earlier death, resignation or removal.

         Section 5.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The Board of
Directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more Assistant Secretaries, and one or more Assistant
Treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these By-Laws or as the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents, or committees thereof and to
prescribe the authority and duties of such subordinate officers, committees,
employees or other agents.

         Section 5.04. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent of
the corporation may be removed by the Board of Directors with or without cause.
The removal shall be without prejudice to the contract rights, if any, of any
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.


                                      -14-
<PAGE>


         Section 5.05. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, shall be filled by
the Board of Directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03, as the case may be, and
if the office is one for which these By-Laws prescribe a term, shall be filled
for the unexpired portion of the term.

         Section 5.06. AUTHORITY. All officers of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or pursuant to
resolution or orders of the Board of Directors or in the absence of controlling
provisions in the resolutions or orders of the Board of Directors, as may be
determined by or pursuant to these By-Laws.

         Section 5.07. THE CHAIRMAN OF THE BOARD. The Chairman of the Board if
there be one, or in the absence of the Chairman, the Vice Chairman of the board,
shall preside at all meetings of the shareholders and of the Board of Directors
and shall perform such other duties as may from time to time be requested by the
Board of Directors.

         Section 5.08. THE PRESIDENT. The President shall be the Chief Executive
Officer of the corporation and shall have general supervision over the business
and operations of the corporation, subject however, to the control of the Board
of Directors. The President shall sign, execute, and acknowledge, in the name of
the corporation, deeds, mortgages, contracts or other instruments authorized by
the Board of Directors, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors, or by these By-Laws, to
some other officer or agent of the corporation; and, in general, shall perform
all duties incident to the office of President and such other duties as from
time to time may be assigned by the Board of Directors.

         Section 5.09. THE SECRETARY. The Secretary or an Assistant Secretary
shall attend all meetings of the shareholders and of the Board of Directors and
shall record all votes of the shareholders and of the directors and the minutes
of the meetings of the shareholders and of the Board of Directors and of
committees of the board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of Secretary, and such other duties as may from time to
time be assigned by the Board of Directors or the President.

         Section 5.10. THE TREASURER. The Treasurer or an Assistant Treasurer
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as Treasurer in such banks or
other places of deposit as the Board of Directors may from time to time
designate; shall, whenever so required by the Board of Directors, render an
account showing all transactions as Treasurer and the financial condition of the
corporation; and, in general, shall discharge such other duties as may from time
to time be assigned by the Board of Directors or the President.


                                      -15-
<PAGE>


         Section 5.11. SALARIES. The salaries of the officers elected by the
Board of Directors shall be fixed from time to time by the Board of Directors or
by such officer as may be designated by resolution of the board. The salaries or
other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that the officer is also
a director of the corporation.


                                   ARTICLE VI
                                   ----------
                      CERTIFICATES OF STOCK, TRANSFER, ETC.

         Section 6.01. SHARE CERTIFICATES. Certificates for shares of the
corporation shall be in such form as approved by the Board of Directors, and
shall state that the corporation is incorporated under the laws of Pennsylvania,
the name of the person to whom issued, and the number and class of shares and
the designation of the series (if any) that the certificate represents. The
share register or transfer books and blank share certificates shall be kept by
the Secretary or by any transfer agent or registrar designated by the Board of
Directors for that purpose.

         Section 6.02. ISSUANCE. The share certificates of the corporation shall
be numbered and registered in the share register or transfer books of the
corporation as they are issued. They shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and shall bear the corporate seal, which may be a
facsimile, engraved or printed; but where such certificate is signed by a
transfer agent or a registrar the signature of any corporate officer upon such
certificate may be a facsimile, engraved or printed. In case any officer who has
signed, or whose facsimile signature has been placed upon, any share certificate
shall have ceased to be such officer because of death, resignation or otherwise,
before the certificate is issued, it may be issued with the same effect as if
the officer had not ceased to be such at the date of its issue. The provisions
of this Section 6.02 shall be subject to any inconsistent or contrary agreement
at the time between the corporation and any transfer agent or registrar.

         Section 6.03. TRANSFER. Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made inconsistent with the
provisions of the Uniform Commercial Code, 13 Pa.C.S. 8101 et seq., and its
amendments and supplements.

         Section 6.04. RECORD HOLDER OF SHARES. The corporation shall be
entitled to treat the person in whose name any share or shares of the
corporation stand on the books of the corporation as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share or shares on the part of any other person.


                                      -16-
<PAGE>


         Section 6.05. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of
any shares of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of the certificate therefor, and the Board of
Directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon the
surrender of the mutilated certificate or, in case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction and, if the
Board of Directors shall so determine, the deposit of a bond in such form and in
such sum, and with such surety or sureties, as it may direct.


                                   ARTICLE VII
                                   ----------
                   INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                        OTHER AUTHORIZED REPRESENTATIVES

         Section 7.01. SCOPE OF INDEMNIFICATION.

                  (a) General Rule. The corporation shall indemnify an
indemnified representative against any liability incurred in connection with any
proceeding in which the indemnified representative may be involved as a party or
otherwise by reason of the act that such person is or was serving in an
indemnified capacity, including, without limitation, liabilities resulting from
any actual or alleged breach or neglect of duty, error, misstatement or
misleading statement, negligence, gross negligence or act giving rise to strict
or products liability, except:

                           (1) where such indemnification is expressly
         prohibited by applicable law;

                           (2) where the conduct of the indemnified
         representative has been finally determined pursuant to Section 7.06 or
         otherwise:

                                        (i) to constitute willful misconduct or
                  recklessness within the meaning of 15 Pa.C.S. 513(b) and
                  1746(b) and 42 Pa.C.S. 8365(b) or any superseding provision of
                  law sufficient in the circumstances to bar indemnification
                  against liabilities arising from the conduct; or

                                        (ii)to be based upon or attributable to
                  the receipt by the indemnified representative from the
                  corporation of a personal benefit to which the indemnified
                  representative is not legally entitled; or

                                        (iii)to the extent such indemnification
                  has been finally determined in a final adjudication pursuant
                  to Section 7.06 to be otherwise unlawful.

                  (b) Partial Payment. If an indemnified representative is
entitled to indemnification in respect of a portion, but not all, of any
liabilities to which such person may be subject, the corporation shall indemnify
such indemnified representative to the maximum extent for such portion of the
liabilities.

                  (c) Presumption. The termination of a proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the indemnified
representative is not entitled to indemnification.


                                      -17-
<PAGE>


                  (d) Definitions. For purposes of this Article:

                                    (1) "indemnified capacity" means any and all
         past, present and future service by an indemnified representative in
         one or more capacities as a director, officer, employee or agent of the
         corporation, or, at the request of the corporation, as a director,
         officer, employee, agent, fiduciary or trustee of another corporation,
         partnership, joint venture, trust, employee benefit plan or other
         entity or enterprise;

                                    (2) "indemnified representative" means any
         and all directors and officers of the corporation and any other person
         designated as an indemnified representative by the Board of Directors
         of the corporation (which may, but not, include any person serving at
         the request of the corporation, as a director, officer, employee,
         agent, fiduciary or trustee of another corporation, partnership, joint
         venture, trust, employee benefit plan or other entity or enterprise):

                                    (3) "liability" means any damage, judgment,
         amount paid in settlement, fine, penalty, punitive damages, excise tax
         assessed with respect to an employee benefit plan, or cost or expense,
         of any nature (including, without limitation, attorneys' fees and
         disbursements); and

                                    (4) "proceeding" means any threatened,
         pending or completed action, suit, appeal or other proceeding of any
         nature, whether civil, criminal, administrative or investigative,
         whether formal or informal, and whether brought by or in the right of
         the corporation, a class of its security holders or otherwise.

         Section 7.02. PROCEEDINGS INITIATED BY INDEMNIFIED REPRESENTATIVES.
Notwithstanding any other provision of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include
counterclaims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
This section does not apply to a reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under Section 7.06 or
otherwise successfully prosecuting or defending the rights of an indemnified
representative granted by or pursuant to this Article.

         Section 7.03. ADVANCING EXPENSES. The corporation shall pay the
expenses (including attorneys' fees and disbursements) incurred in good faith by
an indemnified representative in advance of the final disposition of a
proceeding described in Section 7.01 or the initiation of or participation in
which is authorized pursuant to Section 7.02 upon receipt of an undertaking by
or on behalf of the indemnified representative to repay the amount if it is
ultimately determined pursuant to Section 7.06 that such person is not entitled
to be indemnified by the corporation pursuant to this Article. The financial
ability of an indemnified representative to repay an advance shall not be a
prerequisite to the making of such advance.


                                      -18-
<PAGE>


         Section 7.04. SECURING OF INDEMNIFICATION OBLIGATIONS. To further
effect, satisfy or secure the indemnification obligations provided herein or
otherwise, the corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash collateral or other
fund or account, enter into indemnification agreements, pledge or grant a
security interest in any assets or properties of the corporation, or use any
other mechanism or arrangement whatsoever in such amounts, at such costs, and
upon such other terms and conditions as the Board of Directors shall deem
appropriate. Absent fraud, the determination of the Board of Directors with
respect to such amounts, costs, terms and conditions shall be conclusive against
all security holders, officers and directors and shall not be subject to
voidability.

         Section 7.05. PAYMENT OF INDEMNIFICATION. An indemnified representative
shall be entitled to indemnification within thirty (30) days after a written
request for indemnification has been delivered to the Secretary of the
corporation.

         Section 7.06. ARBITRATION.

                  (a) General Rule. Any dispute related to the right to
indemnification, contribution or advancement of expenses as provided under this
Article, except with respect to indemnification for liabilities arising under
the Securities Act of 1933 that the corporation has undertaken to submit to a
court for adjudication, shall be decided only by arbitration in the metropolitan
area in which the principal executive offices of the corporation are located at
the time, in accordance with the commercial arbitration rules then in effect of
the American Arbitration Association, before a panel of three arbitrators, one
of whom shall be selected by the corporation, the second of whom shall be
selected by the indemnified representative and third of whom shall be selected
by the other two arbitrators. In the absence of the American Arbitration
Association, or if for any reason arbitration under the arbitration rules of the
American Arbitration Association cannot be initiated, or if one of the parties
fails or refuses to select an arbitrator or if the arbitrators selected by the
corporation and the indemnified representative cannot agree on the selection of
the third arbitrator within thirty (30) days after such time as the corporation
and the indemnified representative have each been notified of the selection of
the other's arbitrator, the necessary arbitrator or arbitrators shall be
selected by the presiding judge of the court of general jurisdiction in such
metropolitan area.

                  (b) Burden of Proof. The party or parties challenging the
right of an indemnified representative to the benefits of this Article shall
have the burden of proof.

                  (c) Expenses. The corporation shall reimburse an indemnified
representative for the expenses (including attorneys' fees and disbursements)
incurred unsuccessfully prosecuting or defending such arbitration.

                  (d) Effect. Any award entered by the arbitrators shall be
final, binding and nonappealable and judgment may be entered thereon by any
party in accordance with applicable law in any court of competent jurisdiction,
except that the corporation shall be entitled to interpose as a defense in any
such judicial enforcement proceeding any prior final judicial determination
adverse to the indemnified representative under Section 7.01(a)(2) in a
proceeding not directly involving indemnification under this Article. This
arbitration provision shall be specifically enforceable.


                                      -19-
<PAGE>


         Section 7.07. CONTRIBUTION. If the indemnification provided for in this
Article or otherwise is unavailable for any reason in respect of any liability
or portion thereof, the corporation shall contribute to the liabilities to which
the indemnified representative may be subject in such proportion as is
appropriate to reflect the intent of this Article or otherwise.

         Section 7.08. MANDATORY INDEMNIFICATION OF DIRECTORS, OFFICERS, ETC. To
the extent that an authorized representative of the corporation has been
successful on the merits or otherwise in defense of any action or proceeding
referred to in 15 Pa.C.S. 1741 or 1742 or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees and disbursements) actually and reasonably incurred by such
person in connection therewith.

         Section 7.09. CONTRACT RIGHTS; AMENDMENT OR REPEAL. All rights under
this Article shall be deemed a contract between the corporation and the
indemnified representative pursuant to which the corporation and each
indemnified representative intend to be legally bound. Any repeal, amendment or
modification hereof shall be prospective only and shall not affect any rights or
obligations then existing.

         Section 7.10. SCOPE OF ARTICLE. The rights granted by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification, contribution or advancement of expenses may be entitled under
any statute, agreement, vote of shareholders or disinterested directors or
otherwise both as to action in an indemnified capacity and as to action in any
other capacity. The indemnification, contribution and advancement of expenses
provided by or granted pursuant to this Article shall continue as to a person
who has ceased to be an indemnified representative in respect of matters arising
prior to such time, and shall inure to the benefit of the heirs, executors,
administrators and personal representatives of such a person.

         Section 7.11. RELIANCE OF PROVISIONS. Each person who shall act as an
indemnified representative of the corporation shall be deemed to be doing so in
reliance upon the rights provided in this Article.

         Section 7.12. INTERPRETATION. The provisions of this Article are
intended to constitute By-Laws authorized by 15 Pa.C.S. 513 and 1746 and 42
Pa.C.S. 8365.


                                  ARTICLE VIII
                                   ----------
                                  MISCELLANEOUS

         Section 8.01. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, Pennsylvania".

         Section 8.02. CHECKS. All checks, notes, bills of exchange or other
orders in writing shall be signed by such person or persons as the Board of
Directors or any person authorized by resolution of the Board of Directors may
from time to time designate.


                                      -20-
<PAGE>


         Section 8.03.  CONTRACTS.

                  (a) General Rule. Except as otherwise provided in the Business
Corporation Law in the case of transactions that require action by the
shareholders, the Board of Directors may authorize any officer or agent to enter
into any contract or to execute or deliver any instrument on behalf of the
corporation, and such authority may be general or confined to specific
instances.

                  (b) Statutory Form of Execution of Instruments. Any note,
mortgage, evidence of indebtedness, contract or other document, or any
assignment or endorsement thereof, executed or entered into between the
corporation and any other person, when signed by one or more officers or agents
having actual or apparent authority to sign it, or by the President or Vice
President and Secretary or Assistant Secretary or Treasurer or Assistant
Treasurer of the corporation, shall be held to have been properly executed for
and on behalf of the corporation, without prejudice to the rights of the
corporation against any person who shall have executed the instrument in excess
of his or her actual authority.

         Section 8.04. INTERESTED DIRECTORS OR OFFICERS; QUORUM.

                  (a) General Rule. A contract or transaction between the
corporation and one or more of its directors or officers or between the
corporation and another corporation, partnership, joint venture, trust or other
enterprise in which one or more of its directors or officers are directors or
officers or have a financial or other interest, shall not be void or voidable
solely for that reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors that authorizes the
contract or transaction, or solely because his, her or their votes are counted
for that purpose, if:

                           (1) the material facts as to the relationship or
         interest and as to the contract or transaction are disclosed or are
         known to the Board of Directors and the board authorizes the contract
         or transaction by the affirmative votes of a majority of the
         disinterested directors even though the disinterested directors are
         less than a quorum;

                           (2) the material facts as to his or her relationship
         or interest and as to the contract or transaction are disclosed or are
         known to the shareholders entitled to vote thereon and the contract or
         transaction is specifically approved in good faith by vote of those
         shareholders; or

                           (3) the contract or transaction is fair as to the
         corporation as of the time it is authorized, approved or ratified by
         the Board of Directors or the shareholders.

                  (b) Quorum. Common or interested directors may be counted in
determining the presence of quorum at a meeting of the board which authorizes a
contract or transaction specified in Section 8.4(a).


                                      -21-
<PAGE>


         Section 8.05. DEPOSITS. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board of Directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the Board of Directors shall from time to
time determine.

         Section 8.06. CORPORATE RECORDS.

                  (a) Required Records. The corporation shall keep complete and
accurate books and records of account, minutes of the proceedings of the
incorporators, shareholders and directors and a share register giving the names
and addresses of all shareholders and the number and class of shares held by
each. The share register shall be kept at either the registered office of the
corporation in Pennsylvania or at its principal place of business wherever
situated or at the office of its registrar or transfer agent. Any books, minutes
or other records may be in written form or any other form capable of being
converted into written form within a reasonable time.

                  (b) Right of Inspection. Every shareholder shall, upon written
verified demand stating the purpose thereof, have a right to examine, in person
or by agent or attorney, during the usual hours for business for any proper
purpose, the share register, books and records of account, and records of the
proceedings of the incorporators, shareholders and directors and to make copies
or extracts therefrom. A proper purpose shall mean a purpose reasonably related
to the interest of the person as a shareholder. In every instance where an
attorney or other agent is the person who seeks the right of inspection, the
demand shall be accompanied by a verified power of attorney or other writing
that authorizes the attorney or other agent to so act on behalf of the
shareholder. The demand shall be directed to the corporation at its registered
office in Pennsylvania or at its principal place of business wherever situated.

         Section 8.07. FINANCIAL REPORTS. Unless otherwise agreed between the
corporation and a shareholder, the corporation shall furnish to its shareholders
annual financial statements, including at least a balance sheet as of the end of
each fiscal year and a statement of income and expenses for the fiscal year. The
financial statements shall be prepared on the basis of generally accepted
accounting principles, if the corporation prepares financial statements for the
fiscal year on that basis for any purpose, and may be consolidated statements of
the corporation and one or more of its subsidiaries. The financial statements
shall be mailed by the corporation to each of its shareholders entitled thereto
within one hundred twenty (120) days after the close of each fiscal year and,
after the mailing and upon written request, shall be mailed by the corporation
to any shareholder or beneficial owner entitled thereto to whom a copy of the
most recent annual financial statements has not previously been mailed.
Statements that are audited or reviewed by a public accountant shall be
accompanied by the report of the accountant; in other cases, each copy shall be
accompanied by a statement of the person in charge of the financial records of
the corporation:

                           (1) Stating his reasonable belief as to whether or
         not the financial statements were prepared in accordance with generally
         accepted accounting principles and, if not, describing the basis of
         presentation.

                           (2) Describing any material respects in which the
         financial statements were not prepared on a basis consistent with those
         prepared for the previous year.



                                      -22-
<PAGE>

         Section 8.08. AMENDMENT OF BY-LAWS. These By-Laws may be amended or
repealed, or new By-Laws may be adopted, either (I) by vote of the shareholders
at any duly organized annual or special meeting of shareholders, or (ii) with
respect to those matters that are not by statute committed expressly to the
shareholders and regardless of whether the shareholders have previously adopted
or approved the By-Law being amended or repealed, by an action of the Board of
Directors of the corporation at any regular or special meeting of directors. Any
change in these By-Laws shall take effect when adopted unless otherwise provided
in the resolution effecting the change. See Section 2.03(b) relating to notice
of action by shareholders on By-Laws.

         Section 8.09. SHAREHOLDER ACTIONS. Notwithstanding the provisions of
Article 15(b) of the Amended and Restated Articles of Incorporation of the
corporation in existence on the date of adoption of this bylaw, and with the
express intention of changing the provisions of Article 15(b), and as expressly
permitted by the Amended and Restated Articles of Incorporation, any merger,
consolidation, liquidation or dissolution of the corporation and any action that
would result in the sale or other disposition of all or substantially all of the
assets of the corporation shall be valid if such merger, consolidation,
liquidation, dissolution, sale or other disposition is adopted by the
affirmative vote of a majority of the votes cast by all shareholders of the
corporation entitled to vote thereon and, if any class or series of shares is
entitled to vote thereon as a class, the affirmative vote of a majority of the
votes cast in each class vote, subject to any other applicable provisions of the
Business Corporation Law.





















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