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                                                                EXHIBIT 3(ii)(a)
                         AMENDED AND RESTATED BYLAWS OF

                           MARLTON TECHNOLOGIES, INC.

                                October 23, 2002

                                    ARTICLE 1

                                     OFFICES

                  Section 1.1 Registered Office. The registered office of
Marlton Technologies, Inc. (the "Corporation") in the Commonwealth of
Pennsylvania shall be as specified in the Articles of Incorporation of the
Corporation, as they may be amended from time to time (the "Articles"), or at
such other place as the Board of Directors of the Corporation (the "Board") may
specify in a statement of change of registered office filed with the Department
of State of the Commonwealth of Pennsylvania.

                  Section 1.2 Other Offices. The Corporation may also have an
office or offices at such other place or places either within or without the
Commonwealth of Pennsylvania as the Board may from time to time determine or the
business of the Corporation requires.

                                    ARTICLE 2

                          MEETINGS OF THE SHAREHOLDERS

                  Section 2.1 Place. All meetings of the shareholders shall be
held at such places, within or without the Commonwealth of Pennsylvania, as the
Board may from time to time determine.

                  Section 2.2 Annual Meeting. A meeting of the shareholders for
the election of directors and the transaction of such other business as may
properly be brought before the meeting shall be held in each calendar year at
such time and place as may be determined by the Board.

                  Section 2.3 Written Ballot. Unless required by vote of the
shareholders before the voting begins, elections of directors need not be by
written ballot.

                  Section 2.4 Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, may be called at any time by, the
Chairman of the Board, the Vice Chairman of the Board and the President and
Chief Executive Officer (each a "Primary Officer"), by the Board or shareholders
entitled to cast at least 30% of the votes all shareholders are entitled to cast
at the special meeting, upon written request delivered to the Secretary of the
Corporation. Any request for a special meeting of shareholders shall state the
purpose or purposes of the proposed meeting. Upon receipt of any such request,
it shall be the duty of the Secretary to give notice, in a manner consistent
with Section 2.6 of these Bylaws, of a special meeting of the shareholders to be
held at such time as the Secretary may fix, which time may not be, if the
meeting is called pursuant to a statutory right, more than sixty (60) days after
receipt of the request. If the Secretary shall neglect or refuse to fix the date
of the meeting and give notice thereof, the person or persons calling the
meeting may do so.

                  Section 2.5 Scope of Special Meetings. Business transacted at
any special meeting shall be confined to the business stated in the notice.

                  Section 2.6 Notice. Written notice of every meeting of the
shareholders, stating the place, the date and hour thereof and, in the case of a
special meeting of the shareholders, the general nature of the business to be
transacted thereat, shall be given in a manner consistent with the provisions of
Section 12.4 of these Bylaws at the direction of the Secretary of the
Corporation or, in the absence of the Secretary of the Corporation, any
Assistant Secretary of the Corporation, at least ten (10) days prior to the day
named for a meeting called to consider a fundamental change under Chapter 19 of


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the Pennsylvania Business Corporation Law of 1988, as it may from time to time
be amended (the "1988 BCL"), or five (5) days prior to the day named for the
meeting in any other case, to each shareholder entitled to vote thereat on the
date fixed as a record date in accordance with Section 8.1 of these Bylaws or,
if no record date be fixed, then of record at the close of business on the tenth
(10th) day 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 of the
meeting, at such address (or telex, TWX, facsimile or telephone number), as
appears on the transfer books of the Corporation. Any notice of any meeting of
shareholders may state that, for purposes of any meeting that has been
previously adjourned for one or more periods aggregating at least fifteen (15)
days because of an absence of a quorum, the shareholders entitled to vote who
attend such a meeting, although less than a quorum pursuant to Section 2.7 of
these Bylaws, shall nevertheless constitute a quorum for the purpose of acting
upon any matter set forth in the original notice of the meeting that was so
adjourned.

                  Section 2.7 Quorum. The shareholders present in person or by
proxy, entitled to cast at least a majority of the votes that all shareholders
are entitled to cast on any particular matter to be acted upon at the meeting,
shall constitute a quorum for the purposes of consideration of, and action on,
such matter. The shareholders present in person or by proxy at a duly organized
meeting can continue to do business until the adjournment thereof
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a meeting cannot be organized because a quorum has not attended, the
shareholders present in person or by proxy may, except as otherwise provided by
the 1988 BCL and subject to the provisions of Section 2.8 of these Bylaws,
adjourn the meeting to such time and place as they may determine.

                  Section 2.8 Adjournment. Any meeting of the shareholders,
including one at which directors are to be elected, may be adjourned for such
period as the shareholders present in person or by proxy and entitled to vote
shall direct. Other than as provided in the last sentence of Section 2.6 of
these Bylaws, notice of the adjourned meeting or the business to be transacted
thereat need not be given, other than announcement at the meeting at which
adjournment is taken, unless the Board fixes a new record date for the adjourned
meeting or the 1988 BCL requires notice of the business to be transacted and
such notice has not previously been given. At any adjourned meeting at which a
quorum is present, any business may be transacted that might have been
transacted at the meeting as originally noticed.

         Those shareholders entitled to vote present in person or by proxy,
although less than a quorum pursuant to Section 2.7 of these Bylaws, shall
nevertheless constitute a quorum for the purpose of (a) electing directors at a
meeting called for the election of directors that has been previously adjourned
for lack of a quorum, and (b) acting, at a meeting that has been adjourned for
one or more periods aggregating fifteen (15) days because of an absence of a
quorum, upon any matter set forth in the original notice of such adjourned
meeting, provided that such original notice shall have complied with the last
sentence of Section 2.6 of these Bylaws.

                  Section 2.9 Majority Voting. Any matter brought before a duly
organized meeting for a vote of the shareholders, including, without limitation,
the amendment of any bylaw, shall be decided by a majority of the votes cast at
such meeting by the shareholders present in person or by proxy and entitled to
vote thereon, unless the matter is one for which a different vote is required by
express provision of the 1988 BCL, the Articles or a bylaw adopted by the
shareholders, in any of which case(s) such express provision shall govern and
control the decision on such matter.

                  Section 2.10 Voting Rights. Except as otherwise provided in
the Articles, at every meeting of the shareholders, every shareholder entitled
to vote shall have the right to one vote for each share having voting power
standing in his or her name on the books of the Corporation. Shares of the
Corporation owned by it, directly or indirectly, and controlled by the Board,
directly or indirectly, shall not be voted.

                  Section 2.11 Proxies. Every shareholder entitled to vote at a
meeting of the shareholders may authorize another person to act for him or her
by proxy. The presence of, or vote or other action at a meeting of shareholders,
by a proxy of a shareholder, shall constitute the presence of, or vote or action
by, the shareholder. Every proxy shall be executed in writing by the shareholder
or by the shareholder's duly authorized attorney-in-fact and filed with the

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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 of revocation has been given to the Secretary of the
Corporation. No unrevoked proxy shall 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, written notice of such death or incapacity is given
to the Secretary of the Corporation.

                  Section 2.12 Voting Lists. The officer or agent having charge
of the transfer books for securities of the Corporation shall make a complete
list of the shareholders entitled to vote at a meeting of the shareholders,
arranged in alphabetical order, with the address of and the number of shares
held by each shareholder, which 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. If the Corporation has five
thousand (5000) or more shareholders, it may make such information available at
the meeting by any other means.

                  Section 2.13 Judges of Election. In advance of any meeting of
the shareholders, the Board may appoint judges of election, who need not be
shareholders, to act at such meeting or any adjournment thereof. If judges of
election are not so appointed, the presiding officer of any such meeting may,
and on the request of any shareholder shall, appoint judges of election at the
meeting. The number of judges shall be one (1) or three (3), as determined by
the Board to be appropriate under the circumstances. No person who is a
candidate for office to be filled at the meeting shall act as a judge at the
meeting. The judges of election shall do all such acts as may be proper to
conduct the election or vote with fairness to all shareholders, and shall make a
written report of any matter determined by them and execute a certificate of any
fact found by them, if requested by the presiding officer of the meeting or any
shareholder or the proxy of any shareholder. If there are three (3) judges of
election, the decision, act or certificate of a majority shall be effective in
all respects as the decision, act or certificate of all.

                  Section 2.14 Participation by Conference Call. No shareholder
may participate in any meeting of shareholders by means of conference telephone
or similar communications equipment.

                                    ARTICLE 3

                   CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

                  Section 3.1 Unanimous Written Consent. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting, if prior or subsequent to the action, a written consent or consents
thereto signed 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.

                  Section 3.2 Record Date - Consents. Except as otherwise
provided in Section 8.1 of these Bylaws, the record date for determining
shareholders entitled to (a) express consent to corporate action in writing
without a meeting, when prior action by the Board is not necessary, (b) call a
special meeting of the shareholders, or (c) propose an amendment of the
Articles, shall be at the close of business on the day on which the written
consent, request for a special meeting or petition proposing an amendment of the
Articles is filed with the Secretary of the Corporation. If prior action by the
Board is necessary, the record date for determining such shareholders shall be
at the close of business on the day on which the Board adopts the resolution
relating to such action.


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                                    ARTICLE 4

                                    DIRECTORS

                  Section 4.1 Number and Qualifications. The number of directors
shall not be less than three nor more than 12, as shall from time to time (a) be
determined by the Board or (b) be set forth in a notice of a meeting of
shareholders called for the election of the Board, provided, however, if there
is only one shareholder there may be one director. Except as provided in Section
4.4 of these Bylaws in the case of vacancies, directors, other than those
constituting the first board of directors, shall be elected by the shareholders.
Directors shall be natural persons of full age and need not be residents of the
Commonwealth of Pennsylvania or shareholders of the Corporation.

                  Section 4.2 Term. Each director shall be elected to serve a
term of one (1) year and until a successor is elected and qualified or until the
director's earlier death, resignation or removal.

                  Section 4.3. Nominations of Directors. Nominees for election
to the Board shall be selected by the Board or a committee of the Board to which
the Board has delegated the authority to make such selections pursuant to
Section 4.12 of these Bylaws. The Board or such committee, as the case may be,
may consider written recommendations from shareholders for nominees for election
to the Board provided any such recommendation, together with (a) such
information regarding each nominee as would be required to be included in a
proxy statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"), and (b) the consent of each nominee to serve as a director of
the Corporation if so elected, is received by the Secretary of the Corporation,
in the case of an annual meeting of shareholders, not later than the date
specified in the most recent proxy statement of the Corporation as of the date
by which shareholder proposals for consideration at the next annual meeting of
shareholders must be received and, in the case of a special meeting of
shareholders, not later than the tenth (10th) day after the giving of notice of
such meeting. Only persons duly nominated for election to the Board in
accordance with this Section 4.3 and persons with respect to whose nominations
proxies have been solicited pursuant to a proxy statement filed pursuant to the
Exchange Act shall be eligible for election to the Board.

                  Section 4.4 Vacancies. Vacancies in the Board, including
vacancies resulting from an increase in the number of directors, shall be filled
by a majority vote of the remaining members of the Board, even though less than
a quorum, or by a sole remaining director, and each person so elected shall
serve as a director for the balance of the unexpired term. If one or more
directors resign from the Board effective at a future date, the directors then
in office, including those who have resigned, shall have the power to fill the
vacancies by a majority vote, the vote thereon to take effect when the
resignations become effective.

                  Section 4.5 Removal. The entire Board or any one or more
directors may be removed from office without assigning any cause by the vote of
the shareholders.

                  Section 4.6 Powers. The business and affairs of the
Corporation shall be managed under the direction of its Board, which may
exercise all powers of the Corporation and do all such lawful acts and things as
are not by statute or by the Articles or these Bylaws directed or required to be
exercised and done by the shareholders.

                  Section 4.7 Place of Board Meetings. Meetings of the Board may
be held at such place within or without the Commonwealth of Pennsylvania as the
Board may from time to time appoint or as may be designated in the notice of the
meeting.

                  Section 4.8 First Meeting of Newly Elected Board. The first
meeting of each newly elected Board may be held at the same place and
immediately after the meeting at which such directors were elected and no notice
shall be required other than announcement at such meeting. If such first meeting
of the newly elected Board is not so held, notice of such meeting shall be given
in the same manner as set forth in Section 4.10 of these Bylaws with respect to
notice of special meetings of the Board.

                  Section 4.9 Regular Board Meetings; Notice. Regular meeting of
the Board may be held at such times and places as shall be determined from time
to time by resolution of at least a majority of the whole Board at a duly
convened meeting, or by unanimous written consent. Notice of each regular
meeting of the Board shall specify the date, place and hour of the meeting and
shall be given to each director at least fifteen (15) days before the meeting.
Notice shall be given in a manner consistent with Section 12.4 of these Bylaws.

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                  Section 4.10 Special Board Meetings; Notice. Special meetings
of the Board may be called by any of the Primary Officers on notice to each
director, specifying the date, place and hour of the meeting. Notice shall be
given to each director at least one (1) day before the meeting, in a manner
consistent with Section 12.4 of these Bylaws. Special meeting shall be called by
the Secretary in like manner and on like notice on the written request of two
directors.

                  Section 4.11 Quorum of the Board. At all meetings of the Board
and committees of the Board, the presence of a majority of the directors in
office or a majority of the members of such committee, as the case may be, shall
constitute a quorum for the transaction of business, and the acts of a majority
of the directors or a majority of the members of such committee, as the case may
be, present and voting at a meeting at which a quorum is present shall be the
acts of the Board or committee as applicable. If a quorum shall not be present
at any meeting of directors or committee, the directors or members of the
committee present thereat may adjourn the meeting. It shall not be necessary to
give any notice of the adjourned meeting or of the business to be transacted
thereat other than by announcement at the meeting at which such adjournment is
taken.

                  Section 4.12 Committees of Directors. The Board may, by
resolution adopted by a majority of the directors in office, establish one or
more committees, each committee to consist of one or more of the directors, and
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. Any such committee, to
the extent provided in such resolution of the Board or in these Bylaws, shall
have and may exercise all of the powers and authority of the Board; provided,
however, that no such committee shall have any power or authority to (a) submit
to the shareholders any action requiring approval of the shareholders under the
1988 BCL, (b) create or fill vacancies on the Board, (c) amend or repeal these
Bylaws or adopt new bylaws, (d) amend or repeal any resolution of the Board that
by its terms is amendable or repealable only by the Board, (e) unless such
committee is an Executive Committee, act on any matter committed by these Bylaws
or by resolution of the Board to another committee of the Board, (f) amend the
Articles or adopt a resolution proposing an amendment to the Articles, or (g)
adopt a plan or an agreement of merger or consolidation, share exchange, asset
sale or division. In the absence or disqualification of a member or alternate
member or members of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not a quorum is present,
may unanimously appoint another director to act at the meeting in the place of
any absent or disqualified member. Minutes of all meetings of any committee of
the Board shall be kept by the person designated by such committee to keep such
minutes. Copies of such minutes and any writing setting forth an action taken by
written consent without a meeting shall be distributed to each member of the
Board promptly after such meeting is held or such action is taken. Each
committee of the Board shall serve at the pleasure of the Board.

                  Section 4.13 Participation in Board Meetings by Telephone. One
or more directors may participate in a meeting of the Board or of a committee of
the Board by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and all directors so participating shall be deemed present at the meeting.

                  Section 4.14 Action by Consent of Directors. Any action
required or permitted to be taken at a meeting of the Board or of a committee of
the Board may be taken without a meeting if, prior or subsequent to the action,
a consent or consents in writing setting forth the action so taken shall be
signed by all of the directors in office or the members of the committee, as the
case may be, and filed with the Secretary of the Corporation.

                  Section 4.15 Compensation of Directors. The Board may, by
resolution, fix the compensation of directors for their services as directors. A
director may also serve the Corporation in any other capacity and receive
compensation therefore.


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                  Section 4.16 Directors' Liability. No person who is or was a
director of the Corporation shall be personally liable for monetary damages for
any action taken, or any failure to take any action, unless (a) such director
has breached or failed to perform the duties of his or her office under the 1988
BCL and (b) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness, or unless such liability is imposed pursuant to a
criminal statute or for the payment of taxes pursuant to local, state or federal
law.


                                    ARTICLE 5

                                    OFFICERS

                  Section 5.1 Principal Officers. The officers of the
Corporation shall be chosen by the Board, and shall include a Chairman of the
Board, a Vice Chairman of the Board, a President and Chief Executive Officer,
one or more Vice Presidents, a Secretary and a Treasurer (collectively, the
"Principal Officers"). The Board shall designate one officer (who need not be a
Principal Officer but shall not be an assistant officer) to be the chief
financial officer of the Corporation, and another officer (who need not be a
Principal Officer but shall not be an assistant officer) to be the chief
accounting officer of the Corporation. The President and Chief Executive
Officer, all Vice Presidents and the Secretary shall be natural persons of full
age. The Treasurer may be a corporation, but if a natural person, shall be of
full age. Any number of offices may be held by the same person.

                  Section 5.2 Electing Principal Officers. The Board,
immediately after each annual meeting of the shareholders, shall elect the
Principal Officers of the Corporation, none of whom (other than the Chairman of
the Board and the Vice Chairman of the Board) need be members of the Board.

                  Section 5.3 Other Officers. The Corporation may have such
other officers, assistant officers, agents and employees as the Board may deem
necessary, each of whom shall hold office for such period, have such authority
and perform such duties as the Board, the Chairman of the Board, the Vice
Chairman of the Board or the President and Chief Executive Officer may from time
to time determine. The Board may delegate to any Principal Officer the power to
appoint or remove, and set the compensation of, any such other officers and any
such agents or employees.

                  Section 5.4 Compensation. Except as provided in Section 5.3 of
these Bylaws, the salaries of all officers of the Corporation shall be fixed by
the Board.

                  Section 5.5 Term of Office; Removal. Each officer of the
Corporation shall hold office until his or her successor has been chosen and
qualified or until his or her earlier death, resignation or removal. Vacancies
of any office shall be filled by the Board. Any officer or agent may be removed
by the Board with or without cause, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. The election or
appointment of an officer or agent shall not of itself create any contract
rights.

                  Section 5.6 The Chairman of the Board. Unless otherwise
determined by the Board of Directors, the Chairman of the Board shall have the
usual duties of an executive officer with general active management of the
affairs of the Corporation. In the exercise of these duties and subject to the
limitations of the laws of the Commonwealth of Pennsylvania, these By-laws, and
the actions of the Board of Directors, the Chairman of the Board shall supervise
officers, may appoint, suspend and discharge employees and agents, shall sign or
countersign all certificates, contracts, or other instruments of the Corporation
as authorized by the Board of Directors and shall preside at all meetings of the
shareholders and Board of Directors at which he shall be present. The Chairman
of the Board shall also have such other powers and perform such other duties as
may be assigned to him by the Board of Directors.


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         Unless otherwise determined by the Board of Directors, the Chairman of
the Board shall have full power and authority on behalf of the Corporation, to
attend and to act and to vote at any meeting of the shareholders of any
corporation in which the Corporation may hold stock and, at any such meeting,
shall possess and may exercise any and all of the rights and powers incident to
the ownership of such stock and which, as the owner thereof, the Corporation
might have possessed and exercised.

                  Section 5.7 The President and Chief Executive Officer. Unless
otherwise determined by the Board of Directors, the President and Chief
Executive Officer shall have general supervision of the affairs of the
Corporation, shall sign or countersign all certificates, contracts, or other
instruments of the Corporation as authorized by the Board of Directors, may
appoint, suspend and discharge employees and agents, and shall perform any and
all other duties as are incident to her or his office or are properly required
of him or her by the Board of Directors.

                  Section 5.8 The Vice Chairman of the Board. Unless otherwise
determined by the Board of Directors, the Vice Chairman of the Board shall have
the usual duties of an executive officer with general active management of the
affairs of the Corporation. In the exercise of these duties and subject to the
limitations of the laws of the Commonwealth of Pennsylvania, these By-laws, and
the actions of the Board of Directors, the Vice Chairman of the Board shall be
the president and chief executive officer of each subsidiary of the Corporation,
may appoint, suspend and discharge employees and agents, shall sign or
countersign all certificates, contracts, or other instruments of the Corporation
as authorized by the Board of Directors, and shall in the absence of the
Chairman of the Board, preside at all meetings of the shareholders and Board of
Directors at which he shall be present. The Vice Chairman of the Board shall
also have such other powers and perform such other duties as may be assigned to
him by the Board of Directors

                  Section 5.9 The Vice Presidents. The Vice-President or
Vice-Presidents, in the order designated by the Board, shall, in the absence or
disability of the President and Chief Executive Officer, perform the duties and
exercise the powers of the President and Chief Executive Officer, and shall
perform such other duties as the Board may prescribe or the President and Chief
Executive Officer may delegate to them.

                  Section 5.10 The Secretary. The Secretary shall attend all
sessions of the Board and all meetings of the shareholders and record all the
votes of the Corporation and the minutes of all the transactions in a book to be
kept for that purpose, and shall perform like duties for the committees of the
Board when required. The Secretary shall give, or cause to be given, notice of
all meetings of the shareholders and of the Board, and shall perform such other
duties as may be prescribed by the Board or the President and Chief Executive
Officer, under whose supervision the Secretary shall be. He or she shall keep in
safe custody the corporate seal, if any, of the Corporation.

                  Section 5.11 The Treasurer.

                               (1) The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as shall be designated by the Board.

                               (2) The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and Chief Executive Officer and
directors, at the regular meetings of the Board, or whenever they may require
it, an account of all his or her transactions as Treasurer.

                  Section 5.12 Bonds. If required by the Board, any officer
shall give the Corporation a bond in such sum, and with such surety or sureties
as may be satisfactory to the Board, for the faithful discharge of the duties of
his or her office and for the restoration to the Corporation, in the case of his
or her death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.


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                                    ARTICLE 6

                             CERTIFICATES FOR SHARES

                  Section 6.1 Share Certificates. The certificates representing
shares of the Corporation shall be numbered and registered in a share register
as they are issued. The share register shall exhibit the names and addresses of
all registered holders and the number and class of shares and the series, if
any, held by each.

         The Certificate shall state that the Corporation is incorporated under
the laws of the Commonwealth of Pennsylvania, the name of the registered holder
and the number and class of shares and the series, if any, represented thereby.
If, under its Articles, the Corporation is authorized to issue shares of more
than one class or series, each Certificate shall set forth, or shall contain a
statement that the Corporation will furnish to any shareholder upon request and
without charge, a full or summary statement of the designations, voting rights,
preferences, limitations and special rights of the shares of each class or
series authorized to be issued so far as they have been fixed and determined and
the authority of the Board to fix and determine such rights.

                  Section 6.2 Execution of Certificates. Every share certificate
shall be executed, by facsimile or otherwise, by or on behalf of the
Corporation, by the President and Chief Executive Officer, by any
Vice-President, or by the Secretary. 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 by the Corporation with the same effect
as if the officer had not ceased to be such at the time of issue.

                                    ARTICLE 7

                               TRANSFER OF SHARES

                  Section 7.1 Transfer. Upon presentment to the Corporation or
its transfer agent of a share certificate endorsed by the appropriate person or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate canceled and the transfer registered upon the books of the
Corporation, unless either: (a) the Corporation has received a demand from an
appropriate person to make an indorsement on such certificate that the
Corporation not register transfer; or (b) the Corporation has been served with a
restraining order, injunction or other process from a court of competent
jurisdiction enjoining it from registering the transfer. Any demand to the
Corporation not to register transfer shall identify the registered owner and the
issue of which such share is a part and provide an address to send
communications directed to the person making the demand. No demand described in
Section 7.1(a) above shall be effective unless it is received by the Corporation
at a time and in a manner affording the Corporation a reasonable opportunity to
act on it.

                  Section 7.2 Request to Register Transfer After Demand. If a
share certificate is presented to the Corporation or its transfer agent with a
request to register transfer after a demand that the Corporation not register
transfer of such certificate has become effective pursuant to Section 7.1 of
these Bylaws, then the Corporation shall promptly communicate to each of the
person who initiated the demand and the person who presented the certificate for
registration of transfer a notification stating that: (a) the certificate has
been presented for registration of transfer; (b) a demand that the Corporation
not register transfer of such certificate had previously been received; and (c)
the Corporation will withhold registration of transfer of such certificate for a
period of thirty (30) days (or such shorter period of time as stated in the
notification that is not manifestly unreasonable) from the date of the
notification in order to provide the person who initiated the demand an
opportunity to obtain legal process or an indemnity bond.

                  Section 7.3 Limitation of Liability. The Corporation shall not
be liable to a person who initiated a demand that the Corporation not register
transfer for any loss the person suffers as a result of registration of transfer


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if the person who initiated demand does not, within the time stated in the
notification described in Section 7.2 of these Bylaws, either (a) obtain an
appropriate restraining order, injunction or other process from a course of
competent jurisdiction enjoining the Corporation from registering the transfer,
or (b) file with the Corporation an indemnity bond, sufficient in the
Corporation's to protect the Corporation or its transfer agent from any loss it
or they may suffer by refusing to register the transfer.

                                    ARTICLE 8

                      RECORD DATE; IDENTITY OF SHAREHOLDERS

                  Section 8.1 Record Date. The Board may fix a time, prior to
the date of any meeting of the 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 not be
more than ninety (90) days prior to the date of the meeting. Except as otherwise
provided in Section 8.2 of these Bylaws, only the shareholders of record at the
close of business on the date so fixed shall be entitled to notice of, or to
vote at, such meeting, notwithstanding any transfer of securities on the books
of the Corporation after any record date so fixed. The Board may similarly fix a
record date for the determination of shareholders for any other purpose. When a
determination of shareholders of record has been made as herein provided 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.

                  Section 8.2 Certification of Nominee. The Board may adopt a
procedure whereby a shareholder may certify in writing to the Secretary of the
Corporation that all or a portion of the shares registered in the name of the
shareholder are held for the account of a specified person or persons. The
Board, in adopting such procedure, may specify (a) the classification of
shareholder who may certify, (b) the purpose or purposes for which the
certification may be made, (c) the form of certification and the information to
be contained therein, (d) as to certifications with respect to a record date,
the date after the record date by which the certification must be received by
the Secretary of the Corporation, and (e) such other provisions with respect to
the procedure as the Board deems necessary or desirable. Upon receipt by the
Secretary of the Corporation of a certification complying with the procedure,
the persons specified in the certification shall be deemed, for the purpose or
purposes set forth in the certification, to be the holders of record of the
number of shares specified instead of the persons making the certification.

                                    ARTICLE 9

                             REGISTERED SHAREHOLDERS

                  Section 9.1 Before due presentment for transfer of any shares,
the Corporation shall treat the registered owner thereof as the person
exclusively entitled to vote, to receive notifications and otherwise to exercise
all the rights and powers of an owner, and shall not be bound to recognize any
equitable or other claim or interest in such securities, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the Commonwealth of Pennsylvania or Section 8.2 of these Bylaws.

                                   ARTICLE 10

                                LOST CERTIFICATES

                  Section 10.1 If the owner of a share certificate claims that
it has been lost, destroyed, or wrongfully taken, the Corporation shall issue a
new certificate in place of the original certificate if the owner so requests
before the Corporation has notice that the certificate has been acquired by a
bona fide purchaser, and if the owner has filed with the Corporation an
indemnity bond and an affidavit of the facts satisfactory to the Board or its
designated agent, and has complied with such other reasonable requirements, if
any, as the Board may deem appropriate.

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                                   ARTICLE 11


                                  DISTRIBUTIONS


                  Section 11.1 Distributions. Distributions upon the shares of
the Corporation, whether by dividend, purchase or redemption or other
acquisition of its shares subject to any provisions of the Articles related
thereto, may be authorized by the Board at any regular or special meeting of the
Board and may be paid directly or indirectly in cash, in property or by the
incurrence of indebtedness by the Corporation.

                  Section 11.2 Reserves. Before the making of any distributions,
there may be set aside out of any funds of the Corporation available for
distributions such sum or sums as the Board from time to time, in its absolute
discretion, deems proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board shall deem conducive to the
interests of the Corporation, and the Board may abolish any such reserve in the
manner in which it was created.

                  Section 11.3 Stock Dividends/Splits. Stock dividends or splits
upon the shares of the Corporation, subject to any provisions of the Articles
related thereto, may be authorized by the Board at any regular or special
meeting of the Board.

                                   ARTICLE 12

                               GENERAL PROVISIONS

                  Section 12.1 Checks and Notes. All checks or demands for money
and notes of the Corporation shall be signed by such officer or officers as the
Board may from time to time designate.

                  Section 12.2 Fiscal Year. The fiscal year of the Corporation
shall be as determined by the Board.

                  Section 12.3 Seal. The corporate seal, if any, shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Pennsylvania." Such seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any manner reproduced. The
affixation of the corporate seal shall not be necessary to the valid execution,
assignment or endorsement of any instrument or other document by the
Corporation.

                  Section 12.4 Notices. Whenever, under the provisions of the
1988 BCL or of the Articles or of these Bylaws or otherwise, written notice is
required to be given to any person, it may be given to such person either
personally or by sending a copy thereof by first class or express mail, postage
prepaid, telegram (with messenger service specified), telex, TWX (with
answerback received), courier service (with charges prepaid) or facsimile
transmission, to his or her address, (or to his or her telex, TWX, or facsimile
number), appearing on the books of the Corporation or, in the case of directors,
supplied by the director 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.
A notice given by telex or TWX shall be deemed to have been given when
dispatched. If mailed at least twenty (20) days prior to the meeting or
corporate action to be taken, notice may be sent by any class of post paid mail
(including bulk mail).

                  Section 12.5 Waiver of Notice. Whenever any notice is required
to be given by the 1988 BCL or by the Articles or these Bylaws, 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 such notice. Neither the business to be transacted nor the purpose of
a meeting need be specified in the waiver of notice of the meeting. Attendance
of a person at any meeting shall constitute a waiver of notice of the meeting,
except where any person attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting was not lawfully called
or convened, and the person so objects at the beginning of the meeting.

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                                   ARTICLE 13

                                   AMENDMENTS

                  Section 13.1 Amendments. The Bylaws may be adopted, amended or
repealed by a majority vote of the shareholders entitled to vote thereon at any
regular or special meeting duly convened or, except for a bylaw on a subject
expressly committed to the shareholders by the 1988 BCL, by a majority vote of
the members of the Board at any regular or special meeting duly convened,
subject always to the power of the shareholders to change such action by the
directors; however, whenever the Bylaws require for the taking of any action by
the shareholders or a class of shareholders a specific number or percentage of
votes, the provision of the Bylaws setting forth that requirement shall not be
amended or repealed by any lesser number or percentage of votes of the
shareholders or of the class of shareholders. In the case of a meeting of
shareholders, written notice shall be given to each shareholder that the
purpose, or one of the purposes, of a meeting is to consider the adoption,
amendment or repeal of the Bylaws. 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. Any change in the Bylaws shall take effect when adopted unless
otherwise provided in the resolution effecting the change.

                                   ARTICLE 14

                                 INDEMNIFICATION

                  Section 14.1 Officers and Directors - Direct Actions. The
Corporation shall indemnify any director or officer of the Corporation (as used
herein, the phrase "director or officer of the Corporation" shall mean any
person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise (including any subsidiary of the
Corporation)), any person who was or is a party (other than a party plaintiff
suing on his or her own behalf), or who is threatened to be made such a party,
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he or she is or was a
director or officer of the Corporation, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she met the standard of conduct of (a) acting in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the Corporation and (b) with respect to any criminal proceeding, having no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action or 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 person (a) did not act in good faith and in a manner that
he or she reasonably believed to be in, or not opposed to, the best interests of
the Corporation and (b) with respect to any criminal proceeding, had reasonable
cause to believe that his or her conduct was unlawful.

                  Section 14.2 Officers and Directors - Derivative Actions. The
Corporation shall indemnify any director or officer of the Corporation who was
or is a party (other than a party suing in the right of the Corporation), or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding by or in the right of the Corporation to procure a judgment
in the Corporation's favor by reason of the fact that he or she is or was a
director or officer of the Corporation, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of the action, suit or proceeding if he or she met the
standard of conduct of acting in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Corporation.
Indemnification shall not be made under this Section in respect of any claim,
issue or matter as to which the person has been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Common Pleas of the
judicial district embracing the county in which the registered office of the
Corporation is located or the court in which the action, suit or proceeding was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for the expenses that the Court of Common Pleas
or other court deems proper.

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<PAGE>

                  Section 14.3 Employees and Agents. The Corporation may, to the
extent permitted by the 1988 BCL, indemnify any employee or agent of the
Corporation (as used in this Article 14, the phrase "employee or agent of the
Corporation shall mean any person who is or was an employee or agent of the
Corporation, other than an officer, or is or was serving at the request of the
Corporation as an employee or agent of another domestic or foreign corporation
for profit or not-for-profit, partnership, joint venture, trust or other
enterprise (including any subsidiary of the Corporation) who was or is a party,
or who is threatened to be made such a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding by reason of the fact that he or
she is or was an employee or agent of the Corporation, provided he or she has
met the standard of conduct set forth in Sections 14.1 and 14.2, subject to the
limitations set forth in Section 14.2 in the case of an action, suit or
proceeding by or in the right of the Corporation to procure a judgment in the
Corporation's favor.

                  Section 14.4 Mandatory Indemnification. To the extent that a
director or officer of the Corporation or any employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action or proceeding referred to in Sections 14.1, 14.2 or 14.3 of this Article
14, or in defense of any claim, issue or matter therein, he or she shall be
indemnified by the Corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.

                  Section 14.5 Advancing Expenses. Expenses (including
attorneys' fees) incurred by a director or officer of the Corporation or an
employee or agent of the Corporation in defending any action or proceeding
referred to in this Article 14 may be paid by the Corporation in advance of the
final disposition of the action or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it is ultimately determined
that he or she is not entitled to be indemnified by the Corporation as
authorized in this Article 14.

                  Section 14.6 Procedure.

                               (a) Unless ordered by a court, any
indemnification under Section 14.1, 14.2 or 14.3 or advancement of expenses
under Section 14.5 of this Article 14 shall be made by the Corporation only as
authorized in a specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in Section 14.1,
14.2 or 14.3.

                               (b) All determinations under this Section 14.6
shall be made:

                                   (i) With respect to indemnification under
Section 14.3 and advancement of expenses to an employee or agent of the
Corporation, other than an officer, by the Board by a majority vote.

                                   (ii) With respect to indemnification under
Section 14.1 or 14.2 and advancement of expenses to a director or officer of the
Corporation,

                                        (A) By the Board by a majority vote of
a quorum consisting of directors who were not parties to such action or
proceeding, or

                                        (B) If such a quorum is not obtainable,
or, if obtainable and if a majority vote of a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or

                                        (C) By the shareholders.

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<PAGE>


                  Section 14.7 Nonexclusivity of Indemnification.

                               (a) The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article 14 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any Bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to actions in his
or her official capacity and as to actions in another capacity while holding
that office. Section 1728 (relating to interested directors; quorum) of the 1988
BCL, or any successor section, shall be applicable to any Bylaw, agreement or
transaction authorized by the directors under this Section 14.7. The Corporation
may create a fund of any nature, which may, but need not be, under the control
of a trustee, or otherwise secure or insure in any manner its indemnification
obligations, whether arising under or pursuant to this Article 14 or otherwise.

                               (b) Indemnification pursuant to Section 14.7(a)
hereof shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

                               (c) Indemnification pursuant to Section 14.7(a)
under any Bylaw, agreement, vote of shareholders or directors or otherwise, may
be granted for any action taken or any failure to take any action and may be
made whether or not the Corporation would have the power to indemnify the person
under any other provision of law except as provided in this Section 14.7 and
whether or not the indemnified liability arises or arose from any threatened or
pending or completed action by or in the right of the Corporation.

                  Section 14.8 Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Corporation or an employee or agent of the Corporation,
against any liability asserted against such person and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify him or her against that
liability under the provisions of this Article 14 or otherwise.

                  Section 14.9 Past Officers and Directors. The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article 14
shall continue as to a person who has ceased to be a director, officer, employee
or agent of the Corporation and shall inure to the benefit of the heirs and
personal representatives of that person.

                  Section 14.10 Surviving or New Corporations. References to
"the Corporation" in this Article 14 include all constituent corporations
absorbed in a consolidation, merger or division, as well as the surviving or new
corporation resulting therefrom, so that any director, officer, employee or
agent of the constituent, surviving or new corporation shall stand in the same
position under the provisions of this Article 14 with respect to the surviving
or new corporation as he or she would if he or she had served the surviving or
new corporation in the same capacity.

                  Section 14.11 Employee Benefit Plans.

                               (a) References in this Article 14 to "other
enterprises" shall include employee benefit plans and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation that imposes duties on, or
involves services by, the person with respect to an employee benefit plan, its
participants or beneficiaries.

                               (b) Excise taxes assessed on a person with
respect to an employee benefit plan pursuant to applicable law shall be deemed
"fines."

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<PAGE>

                               (c) Action with respect to an employee benefit
plan taken or omitted in good faith by a director, officer, employee or agent of
the Corporation in a manner he or she reasonably believed to be in the interest
of the participants and beneficiaries of the plan shall be deemed to be action
in a manner that is not opposed to the best interests of the Corporation.















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