BYLAWS
                                 C-COR.net Corp.
               Adopted by the Board of Directors January 13, 1981,
                as amended thereafter through September 22, 2000

ARTICLE I - OFFICES

     Section 1-1. Registered Office. The registered office of the Corporation
shall be located within the Commonwealth of Pennsylvania, at such place as the
Board of Directors shall, from time to time, determine.

     Section 1-2. Other Offices. The Corporation may also have offices at such
other places within or without the Commonwealth of Pennsylvania, as the Board of
Directors may, from time to time, determine.

ARTICLE II - SHAREHOLDERS' MEETINGS.

     Section 2-1. Place of Shareholders' Meetings. Meetings of shareholders
shall be held at such places within or without the Commonwealth of Pennsylvania
as may be fixed by the Board of Directors, from time to time. If no such place
is fixed by the Board of Directors, meetings of the shareholders shall be held
at the registered office of the Corporation.

     Section 2-2. Annual Meeting. A meeting of the shareholders of the
Corporation shall be held in each calendar year, in the month of October or on
such date at such time as the Board of Directors may determine.

     At such annual meeting, there shall be held an election of Directors.

     Unless the Board of Directors shall deem it advisable, financial reports of
the Corporation's business need not be sent to the shareholders and need not be
presented at the annual meeting. If any report is deemed advisable by the Board
of Directors, such report may contain such information as the Board of Directors
shall determine and need not be certified by a Certified Public Accountant
unless the Board of Directors shall so direct.

     Section 2-3. Special Meetings. Special meetings of the shareholders may be
called at any time:

          (a) By the President of the Corporation; or

          (b) By a majority of the Board of Directors; or

          (c) By shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast at the meeting.

     Upon the written request of any person or persons entitled to call a
special meeting, which request shall set forth the purpose for which the meeting
is desired, it shall be the duty of the Secretary to fix the date of such
meeting to be held at such time, not less than five nor more that sixty days
after the receipt of such request, as the Secretary may determine, and to give
due notice thereof. If the Secretary shall neglect or refuse to fix the date of
such meeting and to give notice thereof within five days after receipt of such
request, the person or persons calling the meeting may do so.

     Section 2-4. Notices of Shareholders' Meetings. Written notice stating the
date, place and hour and, if required by law or these Bylaws, the purpose, of
any meeting of the shareholders, shall be given to each shareholder of record
entitled to vote at the meeting at least five days prior to the day named for
the meeting, unless otherwise required by law. Such notices may be given at the
discretion of, or in the name of, the Board of Directors, President, Vice
President, Secretary or Assistant Secretary. When a meeting 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 such adjournment is taken.

     Section 2-5. Quorum of and Action by Shareholders. Unless otherwise
provided in the Articles of Incorporation, or in a Bylaw adopted by the Board of
Directors, the presence, in person or by proxy, of shareholders entitled to cast
at least a majority of the votes which all shareholders are entitled to cast on
the particular matter shall constitute a quorum for the purpose of considering
such matter, and, unless otherwise specifically provided by law, the acts, at a
duly organized meeting, of the shareholders present, in person or by proxy,
entitled to cast at least a majority of the votes which all shareholders present
are entitled to cast, shall be the acts of the shareholders. 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. If a meeting cannot be organized because of quorum has not
attended, those present may, except as otherwise provided by law, adjourn the
meeting to such time and place as they may determine, but in the case of any
meeting called for the election of Directors, those shareholders who attend the
second of such adjourned meetings, although less than a quorum as fixed in this
Section, or in the Articles of Incorporation, shall nevertheless constitute a
quorum for the purpose of electing Directors.

     Section 2-6. Voting. At least five days before any meeting of shareholders,
the officer or agent having charge of the transfer books of the Corporation
shall make a complete list of the shareholders entitled to vote at such meeting,
arranged in alphabetical order with the address of and the number of shares held
by each, which list shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.

     At all shareholders' meetings, shareholders entitled to vote may attend and
vote either in person or by proxy. Every proxy shall be executed in writing by
the shareholder or by a duly authorized attorney-in-fact of the shareholder and
filed with the Secretary of the Corporation. A telegram, telex, cablegram,
datagram or similar transmission from a shareholder or attorney-in-fact or a
facsimile or similar reproduction of a writing executed by a shareholder or
attorney-in-fact:

          (1)  May be treated as properly executed for purposes of this
               subsection; and

          (2)  Shall be so treated if it sets forth a confidential and unique
               identification number or other mark furnished by the Corporation
               to the shareholders for the purpose of a particular meeting or
               transaction.

     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 the notice
thereof has been given to the Secretary of the Corporation. No unrevoked proxy
shall be valid after eleven months from the date of execution, unless a longer
time is expressly provided therein; but in no event shall a proxy, unless
coupled with an interest, be voted on after three years from the date of its
execution.

     Except as otherwise specifically provided by law, all matters coming before
the meeting shall be determined by a vote of shares. Such vote shall be taken by
voice unless a shareholder demands before the election begins that it be taken
by ballot, and the Judge or Judges of Election or, if none, the Secretary of the
Meeting, shall tabulate and certify the results of such vote.

     Section 2-7. Participation in Meetings by Conference Telephone. Any
shareholder who is otherwise entitled to participate in any meeting of the
shareholders may attend, be counted for the purposes of determining a quorum and
exercise all rights and privileges to which he may be entitled were he
personally in attendance, including the right to vote, by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.

ARTICLE III - BOARD OF DIRECTORS

     Section 3-1. Number and Term. The Board of Directors shall consist of such
number of directors not less than six nor more than 15 as shall be determined
from time to time by the Board of Directors. Except as otherwise provided by
law, the Articles of the Corporation or these Bylaws, Directors shall be elected
at the annual meeting of shareholders to serve until the end of the term to
which they are elected and until their successors are elected and qualify. The
Board of Directors shall be divided into three classes, as nearly equal in
number as the then total number of Directors constituting the whole Board
permits, it not being required that each class have the same number of members
if such is mathematically impossible, with the term of office of one class
expiring each year. At the annual meeting of shareholders in 1987, Directors of
the first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting, Directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting and
Directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting. Thereafter, at each annual meeting of
shareholders the successors to the class of Directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting after such election. In the event of any increase in
the number of Directors of the Corporation, the additional Director or Directors
shall be so classified that all classes of Directors shall be as nearly equal as
may be possible. In the event of any decrease in the number of Directors of the
Corporation, all classes of Directors shall be decreased as nearly equally as
may be possible. A person who is age seventy (70) or more shall not be elected
or appointed to the Board of Directors, except that a Director elected at the
annual shareholder's meeting of October 20, 1981, may be elected or appointed
until age seventy-two (72).

     Section 3-2. Place of Meeting. Meetings of the Board of Directors may be
held at such place within the Commonwealth of Pennsylvania or elsewhere as a
majority of the Directors may from time to time appoint or as may be designated
in the notice.

     Section 3-3. Regular Meetings. A regular meeting of the Board of Directors
shall be held annually, immediately following the annual meeting of shareholders
at the place where such meeting of the shareholders is held or at such other
place, date and hour as a majority of the newly elected Directors may designate.
At such meeting the Board of Directors shall elect officers of the Corporation.
In addition to such regular meeting, the Board of Directors shall have the power
to fix by resolution the place, date and hour of other regular meetings of the
Board.

     Section 3-4. Special Meetings. Special meetings of the Board of Directors
shall be held whenever ordered by the President, by a majority of the Executive
Committee, if any, or by a majority of the Directors in office.

     Section 3-5. Participation in Meetings by Conference Telephone. Any
director may participate in any meeting of the Board of Directors or of any
committee (provided he is otherwise entitled to participate), be counted for the
purpose of determining a quorum thereof and exercise all rights and privileges
to which he might be entitled were he personally in attendance, including the
right to vote, by means of conference telephone or other similar communications
equipment by means of which all persons on the meeting can hear each other.

     Section 3-6. Notices of Meeting of Board of Directors.

          (a)  Regular Meetings. No notice shall be required to be given of any
               regular meeting, unless the same is held at other than the time
               or place for holding such meetings as fixed in accordance with
               Section 3-3 of these Bylaws, in which event one day's notice
               shall be given of the time and place of such meeting.

          (b)  Special Meetings. Written notice stating the date, place and hour
               of any special meeting of the Board of Directors shall be given
               at least one day prior to the date named for the meeting.

          (c)  Waiver of Notice. Attendance at any meeting of the Board of
               Directors or committee thereof constitutes a waiver of notice of
               such meeting. Waiver of notice of any such meeting may be made in
               writing at any time before or after such meeting.

     Section 3-7. Quorum. A majority of the Directors in Office shall be
necessary to constitute a quorum for the transaction of business. A majority of
the members of any committee of the Board of Directors shall constitute a quorum
of such committee. The acts of a majority of the Directors present at a meeting
of the Board of Directors (or committee thereof) at which a quorum is present
shall be considered as the acts of the Board of Directors (or of such
committee). If there is no quorum present at a duly convened meeting of the
Board of Directors (or committee thereof) , the majority of those present may
adjourn the meeting from time to time and place to place.

     Section 3-8. Informal Action by the Board of Directors. Any action which
may be taken at a meeting of the Directors, or of the members of any committee
of the Board of Directors, may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, shall be signed by all
of the Directors, or members of the committee, as the case may be, and shall be
filed with the Secretary of the Corporation. Insertion in the minute book of the
Corporation shall be deemed filing with the Secretary regardless of whether the
Secretary or some other authorized person has actual possession of the minute
book. Written consents by all of the Directors or the members of any committee
of the Board of Directors executed pursuant to this Section 3-8 may be executed
in any number of counter parts and shall be deemed effective as of the date set
forth therein.

     Section 3-9. Powers.

          (a) General Powers. The Board of Directors shall have all the power
and authority granted by law to the Board, including all powers necessary or
appropriate to the management of the business and affairs of the Corporation.

          (b) Specific Powers. Without limiting the general powers conferred by
the last preceding clause and the powers conferred by the Articles and these
Bylaws of the Corporation, it is hereby expressly declared that the Board of
directors shall have the following powers:

               (1) To confer upon any officer or officers of the Corporation the
power to choose, remove or suspend assistant officers, agents or servants.

               (2) To appoint any person, firm or corporation to accept and hold
in trust for the Corporation any property belonging to the Corporation or in
which it is interested, and to authorize any such person, firm or corporation
execute any documents and perform any duties that may be requisite in relation
to any such trust.

               (3) To appoint a person or persons to vote shares of another
corporation held and owned by the Corporation.

               (4) By resolution adopted by a majority of the whole Board of
Directors, to designate one or more committees, each committee to consist of two
or more of the Directors of the Corporation. To the extent provided in any such
resolution and to the extent permitted by law, a committee so designated shall
have the right to exercise the authority of the Board of Directors in the
management of the business and affairs of the Corporation. The Board of
Directors 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. If specifically granted this power by the Board in its resolution
establishing the committee, in the absence or disqualification of any member and
all designated alternates of such committee or committees or if the whole Board
of Directors has failed to designate alternate members, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another Director to act
at the meeting in the place of any such absent or disqualified member.

               (5) To fix the place, time and purpose of meetings of
shareholders.

               (6) To fix the compensation of Directors and officers for their
services.

     Section 3-10. Removal of Directors by Shareholders. The entire Board of
Directors or a class of the Board of Directors, where the Board of Directors is
classified with respect to the power to elect Directors, or any individual
Director may be removed from office, for cause by the vote of shareholders
entitled to cast at least two-thirds of the votes which all shareholders would
be entitled to cast at any annual election of Directors or such class of
Directors. In case the Board of Directors or such class of the Board of
Directors or any one or more Directors is so removed, new Directors may be
elected at the same time. If the shareholders are entitled to vote cumulatively
for the Board of Directors or a class of the Board of Directors, no individual
Director shall be removed unless the entire Board of Directors or class of the
Board of Directors is removed in case the votes of a sufficient number of shares
are cast against the resolution for his removal which, if cumulatively voted at
an annual election of Directors would be sufficient to elect one or more
Directors to the Board of Directors or to the class. Directors may not be
removed from office without cause.

     Section 3-11. Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, may be filled
by a majority of the remaining members of the Board of Directors though less
than a quorum, and each person so elected shall be a Director until his
successor is duly elected by the shareholders, who may make such election at the
next annual meeting of the shareholders or at any special meeting duly called
for that purpose and held prior thereto, or until his earlier resignation or
removal.

     Section 3-12. Liability of Directors. A Director of the Corporation shall
not be personally liable for monetary damages for any action taken, or any
failure to take any action, on or after January 27, 1987 unless he has breached
or failed to perform the duties of his office as provided for under Section 8363
of the Pennsylvania Directors' Liability Act and the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. Any
repeal, amendment, or modification of this Section shall be prospective only and
shall not increase, but may decrease, the liability of a Director with respect
to actions or failures to act occurring prior to such change.

     Section 3-13. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors at the
Annual Meeting may be made at a meeting of shareholders, by or at the direction
of the Board of Directors, by the Nominating Committee of the Board of
Directors, or by any shareholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures
provided herein.

     Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation, addressed to the attention of the Secretary of the Corporation, not
less than 50 days nor more than 75 days prior to the meeting; provided, however,
that in the event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the fifteenth day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made, whichever first
occurs. Such shareholder's notice to the Secretary shall set forth (a) as to
each person whom the shareholder proposes to nominate for election or reelection
as a director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the Corporation that are
beneficially owned by the person, and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder; and (b)
as to the shareholder giving the notice, (i) the name and record address of the
shareholder and (ii) the class, series and number of shares of capital stock of
the Corporation that are beneficially owned by the shareholder. The Corporation
may require any proposed nominee to furnish such other information as may
reasonably by required by the Corporation to determine the eligibility of such
proposed nominee to serve as a director of the Corporation. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein.

     The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if the chairman should so determine, the chairman shall
so declare to the meeting and the defective nomination shall be disregarded.


ARTICLE IV - OFFICERS

     Section 4-1. Election and office. The Corporation shall have a President, a
Secretary and a Treasurer who shall be elected by the Board of Directors. The
Board of Directors may elect as additional officers a Chairman of the Board of
Directors, one or more Vice Presidents, and one or more other officers or
assistant officers. Any number of offices may be held by the same person.

     Section 4-2. Term. The officers and assistant officers shall each serve at
the pleasure of the Board of Directors and until the annual meeting of the Board
of Directors following the next annual meeting of shareholders unless removed
from office by the Board of Directors during their respective tenures.

     Section 4-3. Powers and Duties of the President. Unless otherwise
determined by the Board of Directors, the President shall have the usual duties
of an executive officer with general supervision over and direction 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 Bylaws, and
the actions of the Board of Directors, he may appoint, suspend, and discharge
employees, agents and assistant officers, fix the compensation of all officers
and assistant officers shall preside at all meetings of the shareholders at
which he shall be present, and, unless there is a Chairman of the Board of
Directors, shall preside at all meetings of the Board of Directors. He shall
also do and perform such other duties as from time to time may be assigned to
him by the Board of Directors.

     Unless otherwise determined by the Board of Directors, the President 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 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 4-4. Powers and Duties of the Secretary. Unless otherwise
determined by the Board of Directors, the Secretary shall be responsible for the
keeping of the minutes of all meetings of the Board of Directors, shareholders
and all committees, in books provided for that purpose, and for the giving and
serving of all notices for the Corporation. He shall have charge of the
corporate seal, the certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors may direct. He shall
perform all other duties ordinarily incident to the office of Secretary and
shall have such other powers and perform such other duties as may be assigned to
him by the Board of Directors.

     Section 4-5. Powers and Duties of the Treasurer. Unless otherwise
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and securities of the Corporation which may come into his hands. When
necessary or proper, unless otherwise determined by the Board of Directors, he
shall endorse for collection on behalf of the Corporation checks, notes, and
other obligations, and shall deposit the same to the credit of the Corporation
in such banks or depositories as the Board of Directors may designate and shall
sign all receipts and vouchers for payments made to the Corporation. He shall
sign all checks made by the Corporation, except when the Board of Directors
shall otherwise direct. He shall be responsible for the regular entry in books
of the Corporation to be kept for such purpose, full and accurate account of all
funds and securities received and paid by him on account of the Corporation.
Whenever required by the Board of Directors, he shall render a statement of the
financial condition of the Corporation. He shall have such other powers and
shall perform such other duties as may be assigned to him from time to time by
the Board of Directors. He shall give such bond, if any, for the faithful
performance of his duties as shall be required by the Board of Directors and any
such bond shall remain in the custody of the President.

     Section 4-6. Powers and Duties of the Chairman of the Board of Directors.
Unless otherwise determined by the Board of Directors, the Chairman of the Board
of Directors, if any, shall preside at all meetings of Directors. He shall have
such other powers and perform such further duties as may be assigned to him by
the Board of Directors.

     Section 4-7. Powers and Duties of Vice President and Assistant Officers.
Unless otherwise determined by the Board of Directors, each Vice President and
each assistant officer shall have the powers and perform the duties of his
respective superior officer. Vice Presidents and assistant officers shall have
such rank as may be designated by the Board of Directors. Vice Presidents may be
designated as having responsibility for a specific area of the Corporation's
affairs, in which event such Vice President shall be superior to the other Vice
Presidents in relation to matters within his area. The President shall be the
superior officer of the Vice Presidents. The Treasurer and Secretary shall be
the superior officers of the Assistant Treasurers and Assistant Secretaries,
respectively.

     Section 4-8. Delegation of Office. The Board of Directors may delegate the
powers or duties of any officer of the Corporation to any other person from time
to time.

     Section 4-9. Vacancies. The Board of Directors shall have the power to fill
any vacancies in any office occurring from whatever reason.


ARTICLE V - CAPITAL STOCK

     Section 5-1. Share Certificates. Every share certificate shall be signed by
the Chairman of the Board or the President or Vice President and by the
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary and sealed with
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.

     Section 5-2. Transfer of Shares. Transfer of shares shall be made on the
books of the Corporation only upon surrender of the share certificate, duly
endorsed or with duly executed stock powers attached and otherwise in proper
form for transfer, which certificate shall be cancelled at the time of the
transfer.

     Section 5-3. Determination of Shareholders of Record and Closing Transfer
Books. The Board of Directors may fix a time, not more than fifty days prior to
the date of any meeting of shareholders, or the date fixed for the payment of
any dividend or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be made or go into
effect, as a record date for the determination of the shareholders entitled to
notice of or to vote at any such meeting, or entitled to receive payment of any
such dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares or otherwise. In such case, only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to notice of or to
vote at such meeting, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date fixed as aforesaid. The Board of Directors may close the books
of the Corporation against transfers of shares during the whole or any part of
such period, and in such case written or printed notice thereof shall be mailed
at least ten days before the closing thereof to each shareholder of record at
the address appearing on the records of the Corporation or supplied by him to
the Corporation for the purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares shall be made thereon. Unless a
record date is fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, or vote at, a shareholders' meeting,
transferees of shares which are transferred on the books of the Corporation
within ten days next preceding the date of such meeting shall not be entitled to
notice of or to vote at such meeting. The Corporation may treat the registered
owner of each share of stock as the person exclusively entitled to vote, to
receive notifications and otherwise to exercise all the rights and powers of the
owner thereof.

     Section 5-4. Lost Share Certificates. Unless waived in whole or in part by
the Board of Directors, any person requesting the issuance of a new certificate
in lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate,
shall (1) give to the Corporation his bond of indemnity with an acceptable
surety; and (2) satisfy such other reasonable requirements as may be imposed by
the Corporation. Thereupon a new share certificate shall be issued to the
registered owner or his assigns in lieu of the alleged lost, destroyed, mislaid
or wrongfully taken certificate, provided that the request therefor and issuance
thereof have been made before the Corporation has notice that such shares have
been acquired by a bona fide purchaser.

ARTICLE VI - NOTICES; COMPUTING TIME PERIODS

     Section 6-1. Contents of Notice. Whenever any notice of a meeting is
required to be given pursuant to these Bylaws or the Articles of Incorporation
or otherwise, the notice shall specify the place, day and hour of the meeting
and, in the case of a special meeting of shareholders or where otherwise
required by law, the general nature of the business to be transacted at such
meeting.

     Section 6-2. Method of Notice. All notices shall be given to each person
entitled thereto, either personally or by sending a copy thereof through the
mail or by telegraph, charges prepaid, to his address appearing on the books of
the Corporation, or supplied by him to the Corporation for the purpose Of
notice. if notice is sent by mail or telegraph, it shall be deemed to have been
given to the person entitled thereto when deposited in the United States Mail or
with the telegraph office for transmission.

     Section 6-3. Computing Time Periods. In computing the number of days for
purposes of these Bylaws, all days shall be counted, including Saturdays,
Sundays or holidays; provided, however, that if the final day of any time period
falls on Saturday, Sunday or holiday, then the final day shall be deemed to be
the next day which is not a Saturday, Sunday or holiday. In computing the number
of days for the purpose of giving notice of any meeting, the date upon which the
notice is given shall be counted but the day set for the meeting shall not be
counted.

     Notice given twenty-four hours before the time set for a meeting shall be
deemed one day's notice.

ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS AND OTHER PERSONS

     Section 7-1. Indemnification. The Corporation shall indemnify any Director
or officer of the Corporation against expenses (including legal fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him, to the fullest extent now or hereafter permitted by law in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, brought or threatened
to be brought against him, including actions or suits by or-in the right of the
Corporation, by reason of the fact that he is or was a Director or officer of
the Corporation, its parent or any of its subsidiaries, or acted as a Director
or officer or in any other capacity on behalf of the Corporation, its parent or
any of its subsidiaries or is or was serving at the request of the Corporation
as a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.

     The Board of Directors by resolution may similarly indemnify any person
other than a Director or officer of the Corporation to the fullest extent now or
hereafter permitted by law for liabilities incurred by him in connection with
services rendered by him for or at the request of the Corporation, its parent or
any of its subsidiaries.

     The provisions of this section shall be applicable to all actions, suits or
proceedings commenced after its adoption, whether such arise out of acts or
omissions which occurred prior or subsequent to such adoption and shall continue
as to a person who has ceased to be a Director or officer or to render services
for or at the request of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person. The rights of
indemnification provided for herein shall not be deemed the exclusive rights to
which any Director, officer, employee or agent of the Corporation may be
entitled.

     Section 7-2. Advances. The Corporation may pay the expenses incurred by any
person entitled to be indemnified by the Corporation in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, by or on behalf of
such person, to repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the Corporation as authorized by law.

     Section 7-3. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director, officer, employee or agent, of
the Corporation or who is or was serving in any capacity in any other
corporation or organization at the request of the Corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under law.

ARTICLE VIII - FISCAL YEAR

     Section 8-1. The Board of Directors shall have the power by resolution to
fix the fiscal year of the Corporation. If the Board of Directors shall fail to
do so, the President shall fix the fiscal year.

ARTICLE IX - AMENDMENTS

     Section 9-1. These Bylaws may be altered, amended or repealed by (a) the
vote of shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon, at any regular or special meeting,
duly convened after notice to the shareholders of such purpose, or (b) the Board
of Directors, by a majority vote of those voting at any regular or special
meeting duly convened after notice of such purpose, subject always to the power
of the shareholders to further alter, amend or repeal these Bylaws.
Notwithstanding the preceding sentence, the vote of the holders of at least 66
2/3% of the votes which all shareholders are entitled to cast thereon, at any
regular or special meeting, duly convened after notice to shareholders for such
purpose, shall be required to amend or repeal, or adopt any provision
inconsistent with Sections 3-1, 3-10 and 3-12 of these Bylaws, or this sentence.

ARTICLE X - INTERPRETATION OF BYLAWS

     Section 10-1. All words, terms and provisions of these Bylaws shall be
interpreted and defined by and in accordance with the Pennsylvania Business
Corporation Law, as amended, and as amended from time to time hereafter.