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                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                         TOLLGRADE COMMUNICATIONS, INC.
                          (A PENNSYLVANIA CORPORATION)


                                    ARTICLE I
                             OFFICES AND FISCAL YEAR

        Section 1.01. Registered Office. The registered office of the
corporation in Pennsylvania shall be at 493 Nixon Road, Cheswick, Pennsylvania
15024, until otherwise established by an amendment of the articles or the board
of directors and a record of such change is filed with the Department of State
in the manner provided by law.

        Section 1.02. Other Offices. The corporation may also have offices at
such other places within or without Pennsylvania as the board of directors may
from time to time appoint or the business of the corporation may require.

        Section 1.03. Fiscal Year. The fiscal year of the corporation shall
begin on the first day of January in each year.

                                   ARTICLE II
                      NOTICE - WAIVERS - MEETINGS GENERALLY

        Section 2.01. Manner of giving notice.

                (a)     General rule. Whenever written notice is required to be
given to any person under the provisions of the Business Corporation Law or by
the articles or these bylaws, it may be given to the person either personally or
by sending a copy thereof by first class or express mail, postage prepaid, or by
telegram (with messenger service specified), telex or TWX (with answerback
received) or courier services, charges prepaid, or by telecopier, to the address
(or to the telex, TWX, telecopier or telephone number) of the person 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 or, in the case
of telex or TWX, when dispatched. A notice of meeting shall specify the place,
day and hour of the meeting and any other information required by any other
provision of the Business Corporation Law, the articles or these bylaws.

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

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        Section 2.02. Notice of Meetings of Board of Directors. Notice of a
regular meeting of the board of directors need not be given. Written notice of
every special meeting of the board of directors shall be given to each director
by telephone or in writing at least 24 hours (in the case of notice by
telephone, telex or TWX) or 48 hours (in the case of notice by telecopier,
telegraph, courier service or express mail) or five day (in the case of notice
by first class mail) before the time at which the meeting is to be held. Every
such notice shall state the time and place of the meeting. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
board need be specified in any notice of the meeting.

        Section 2.03. Notice of meetings or shareholders.

                (a)     General rule. Written notice of every meeting of the
shareholders shall be given by, or at the direction of, the secretary to each
shareholder of record entitled to vote at the meeting at 10 days prior to the
day named for the meeting. If the secretary neglects or refuses to give notice
of a meeting, the person or persons calling the meeting may do so. In the case
of a special meeting of shareholders, the notice shall specify the general
nature of the business to be transacted.

                (b)     Notice of action by shareholders on bylaws. In the case
of a meeting of shareholders that has as one of its purposes action on the
bylaws, written notice shall be given to each shareholder that the purpose, or
one of the purposes, of the meeting is to consider the adoption, amendment or
repeal of the 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.

        Section 2.04. Waiver of notice.

                (a)     Written waiver. Whenever any written notice is required
to be given under the provisions of the Business Corporation Law, the articles
or these 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 the notice. Except as otherwise required
by this subsection, neither the business to be transacted at, nor the purpose
of, a meeting need be specified in the waiver of notice of the meeting. In the
case of a special meeting of shareholders, the waiver of notice shall specify
the general nature of the business to be transacted.

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

        Section 2.05. Modification of proposal contained in notice. Whenever the
language of a proposed resolution is included in a written notice of a meeting
required to be given under the provisions of the Business Corporation Law or the
articles or these bylaws, the meeting considering the resolution may without
further notice adopt it with such clarifying or other amendments as do not
enlarge its original purpose.


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        Section 2.06. Exception to requirement of notice.

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

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

        Section 2.07. Use of conference telephone and similar equipment. The
board of directors may provide by resolution with respect to a specific meeting
or with respect to a class of meetings that one or more persons may participate
in a meeting of the board of directors or of the shareholders of the corporation
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting Participation in a meeting
pursuant to this section shall constitute presence in person at the meeting.

                                   ARTICLE III
                            MEETINGS OF SHAREHOLDERS

        Section 3.01. Place of Meeting. All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation unless
another place is designated by the board of directors in the notice of a
meeting.

        Section 3.02. Annual Meeting. The board of directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and time
is fixed by the board, the meeting for any calendar year shall be held on the
first Monday of June in such year, if not a legal holiday under the laws of
Pennsylvania, and, if a legal holiday, then on the next succeeding business day,
not a Saturday, at 10:00 a.m., and at said meeting the shareholders then
entitled to vote shall elect directors and shall transact such other business as
may properly be brought before the meeting. If the annual meeting shall not have
been called and held within six months after the designated time, any
shareholder may call the meeting at any time thereafter.

        Section 3.03. Special Meetings. Special meetings of the shareholders may
be called at any time by resolution of the board of directors, which may fix the
date, time or place of the meeting, it shall be the duty of the secretary to do
so. A date fixed by the secretary shall not be more than 60 days after the date
of the adoption of the resolution of the board calling the special meeting.


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        Section 3.04. Quorum and Adjournment.

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

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

                (c)     Adjournments generally. Any regular or special meeting
may be adjourned for such period and to such place as the shareholders present
and entitled to vote shall direct.

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

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

        Section 3.05. Action by shareholders.

                (a)     General rule. Except as otherwise provided in the
Business Corporation Law or the articles or these bylaws, whenever any corporate
action is to be taken by vote of the shareholders of the corporation, it shall
be authorized by a majority of the votes cast at a duly organized meeting' of
shareholders by the holders of shares entitled to vote thereon.

                (b)     Interested shareholders. Any merger or other transaction
authorized under the Business Corporation Law between the corporation or a
subsidiary thereof and a shareholder of this corporation, or any voluntary
liquidation authorized under the Business Corporation Law in which a shareholder
is treated differently from other shareholders of the same class (other than any
dissenting shareholders), shall require the affirmative vote of the shareholders
entitled to cast at least a majority of the votes that all shareholders other
than the interested shareholder are entitled to cast with respect to the
transaction, without counting the vote of the interested shareholder, for the


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purposes of the preceding sentence, interested shareholder shall include the
shareholder who is a party to the transaction or who is treated differently from
other shareholders and any person, or group of persons, that is acting jointly
or in concert with the interested shareholder and any person who, directly or
indirectly, controls, is controlled by or is under common control with the
interested shareholder. An interested shareholder shall not include any person
who, in good faith and not for the purpose of circumventing this subsection, is
an agent, bank, broker, nominee or trustee for one or more other persons, to the
extent that the other person or persons are not interested shareholders.

                (c)     Exceptions. Subsection (b) shall not apply to a
transaction:

                        (1)     that has been approved by a majority vote of the
board of directors without counting the vote of directors who:

                                (i)     are directors or officers of, or have a
material equity interest in, the interested shareholder; or

                                (ii)    were nominated for election as a
director by the interested shareholder, and first elected as a director, within
24 months of the date of the vote on the proposed transaction; or

                        (2)     in which the consideration to be received by the
shareholders for shares of any class of which shares are owned by the interested
shareholder is not less than the highest amount paid by the interested
shareholder in acquiring shares of the same class.

                (d)     Additional approvals. The approvals required by
subsection (b) shall be in addition to, and not in lieu of, any other approval
required by the Business Corporation Law, the articles of these bylaws, or
otherwise.

        Section 3.06. Organization. At every meeting of the shareholders, the
chairman of the board, the president, or, in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the vice presidents in their order of rank and seniority, or a
person chosen by vote of the shareholders present, shall act as chairman of the
meeting. The secretary, or, in the absence of the secretary, an assistant
secretary, or in the absence of both the secretary and assistant secretaries, a
person appointed by the chairman of the meeting, shall act as secretary.

        Section 3.07. Voting rights of shareholders. Unless otherwise provided
in the articles, every shareholder of the corporation shall be entitled to one
vote for every share standing in the name of the shareholder on the books of the
corporation..

        Section 3.08. Voting and other action by proxy.

                (a)     General rule.


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                        (1)     Every shareholder entitled to vote at a meeting
of shareholders may authorize another person to act for the shareholder by
proxy.

                        (2)     The presence of, or vote or other action at
meeting of shareholders by a proxy of a shareholder shall constitute the
presence of, or vote or action by the shareholder.

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

                (b)     Minimum requirements. Every proxy shall be executed or
authenticated by the shareholder or by his duly authorized attorney-in-fact and
filed with or transmitted to the secretary of the corporation or its designated
agent. A shareholder or his duly authorized attorney-in-fact may execute or
authenticate a writing or transmit an electronic message authorizing another
person to act for him by proxy. A telegram, telex, cablegram, datagram, e-mail,
Internet communication, or other means of electronic transmission from a
shareholder or attorney-in-fact or a photographic facsimile or similar
reproduction of a writing executed by a shareholder or attorney-in-fact: (1) may
be treated as properly executed or authenticated for purposes of this
subsection; and (2) shall be so treated if it sets forth or utilizes a
confidential and unique identification number or other mark furnished by the
corporation to the shareholder for the purposes 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 written
notice thereof has been given to the secretary of the corporation. An unrevoked
proxy shall not be valid after three years from the date of its execution unless
a longer time is expressly provided therein. A proxy shall not be revoked by the
death or incapacity of the maker unless, before the vote is counted or the
authority is exercised, written notice of the death or incapacity is given to
the secretary of the corporation.

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

        Section 3.10. Voting by joint holders of shares.

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

                        (1)     if only one or more of such persons is present
in person or by proxy, all of the shares standing in the names of such persons
shall be deemed to be represented for the purpose


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of determining a quorum and the corporation shall accept as the vote of all the
shares the vote cast by a joint owner or a majority of them; and

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

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

        Section 3.11. Voting by corporations.

                (a)     Voting by corporate shareholders. Any corporation that
is a shareholder of this corporation may vote at meetings of shareholders of
this corporation by any of its officers or agents, or by proxy appointed by any
officer or agent, unless some other person, by resolution of the board of
directors of the other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by one of its
officers has been filed with the secretary of this corporation, is appointed its
general or special proxy in which case that person shall be entitled to vote the
shares.

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

        Section 3.12. Determination of shareholders of record.

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

                (b)     Determination when a record date is not fixed. If a
record date is not fixed:


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

                        (2)     The record date for determining shareholders for
any other purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating thereto.

                (c)     Certification by nominee. The board of directors may
adopt a procedure whereby a shareholder of the corporation may certify in
writing to 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. Upon receipt by the corporation of a certification complying with the
procedure, the persons specified in the certification shall be deemed, for the
purposes set forth in the certification, to be the holders of record of the
number of shares specified in place of the shareholder making the certification.

        Section 3.13. Voting lists.

                (a)     General rule. The officer or agent having charge of the
transfer records for shares of the corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof except that, if the corporation has
5,000 or more shareholders, in lieu of the making of the list the corporation
may make the information therein available at the meeting by any other means.

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

        Section 3.14. Judges of election.

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


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

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

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

        Section 3.15. Consent of shareholders in lieu of meeting. Any action
required or permitted to be taken at a meeting of the shareholders or of a class
of shareholders may be taken without a meeting only upon the unanimous written
consent of all shareholders who would have been entitled to vote thereon at a
meeting of shareholders called to consider the matter.

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

        Section 3.17. Notice of Shareholder Business and Nominations.

                (a)     Annual Meetings of Shareholders.

                        (1)     Nominations of persons for election to the Board
of Directors of the corporation and the proposal of business to be considered by
the shareholders at an annual meeting of shareholders must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors (including by a Committee appointed by the Board of
Directors), (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors (including by a Committee appointed by the
Board of Directors), or (c) otherwise properly brought before the meeting by a
shareholder of the corporation who was a shareholder of record at the time of
giving of notice provided for in this



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Section 3.17(a), who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section 3.17(a). Nominations of persons
for election to the Board of Directors of the corporation shall exclusively be
made by the Board (or a Committee thereof appointed by the Board, including the
Nominating Committee), which will consider nominations properly made by
shareholders in accordance with the procedures of Section 3.17(a)(2) below.

                        (2)     For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to paragraph (a)(1)
of this Section 3.17, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation and such other business must be a
proper matter for shareholder action. To be timely, a shareholder's notice shall
be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the 60th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the date of the preceding year's proxy statement for the annual meeting;
provided, however, that in the event that the date of the annual meeting is more
than 30 days before or more than 60 days after the first anniversary of the
preceding year's annual meeting, notice by the shareholder to be timely must be
so delivered not earlier than the close of business on the 120th day prior to
such annual meeting and not later than the close of business on the later of the
90th day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected), along with a description
of all arrangements or understandings between the shareholder and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the shareholders; (b) as
to any other business that the shareholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial owner, if any,
on whose behalf the proposal is made; (c) a representation that the shareholder
intends to appear in person or by proxy at the meeting to nominate the person or
persons or raise the proposal specified in the notice; and (d) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such shareholder,
as they appear on the corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the corporation which are owned beneficially
and of record by such shareholder and such beneficial owner.

                        (3)     Notwithstanding anything in the second sentence
of paragraph (a)(2) of this By-Law to the contrary, but subject to Section 4.04
of the By-Laws, in the event that the number of directors to be elected to the
Board of Directors of the corporation is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the corporation at least 70 days prior
to the first



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anniversary of the date of the preceding year's proxy statement for the annual
meeting, a shareholder's notice required by this Section 3.17(a) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the corporation.

                (b)     Special Meetings of Shareholders. Only such business
shall be conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the corporation's notice of meeting.
Nominations of persons for election to the Board of Directors at a special
meeting of shareholders at which directors are to be elected pursuant to the
corporation's notice of meeting must be (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors (including by a Committee appointed by the Board of Directors), (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors (including by a Committee appointed by the Board of
Directors), or (c) otherwise properly brought before the meeting by a
shareholder of the corporation who was a shareholder of record at the time of
giving of notice provided for in this Section 3.17(b), who is entitled to vote
at the meeting and who complied with the notice procedures set forth in this
Section 3.17(b). Nominations of persons for election to the Board of Directors
of the corporation shall exclusively be made by the Board (or a Committee
thereof appointed by the Board, including the Nominating Committee), which will
consider nominations properly made by shareholders in accordance with the
procedures of Section 3.17(b) below. In the event the corporation calls a
special meeting of shareholders for the purpose of electing one or more
directors to the Board of Directors, any such shareholder may propose for
nomination a person or persons (as the case may be), for election to such
position(s) as specified in the corporation's notice of meeting, if the
shareholder's notice required by paragraph (a)(2) of this Section 3.17 shall be
delivered to the Secretary at the principal executive offices of the corporation
not earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting. In no event shall
the public announcement of an adjournment of a special meeting commence a new
time period for the giving of a shareholder's notice as described above.

                (c)     General.

                        (1)     Only such persons who are nominated by the Board
of Directors or a Committee of the Board in accordance with the procedures set
forth in this Section 3.17 shall be eligible to serve as directors and only such
business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 3.17. Except as otherwise provided by law, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance with the procedures set forth in this Section 3.17 and, if any
proposed nomination or business is not in compliance with this Section 3.17, to
declare that such defective proposal or nomination shall be disregarded.


                                       11
<PAGE>

                        (2)     For purposes of this Section 3.17, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                        (3)     Notwithstanding the foregoing provisions of this
Section 3.17, a shareholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 3.17. Nothing in this Section 3.17 shall be
deemed to affect any rights of (i) shareholders to request inclusion of
proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) the holders of any series of Preferred Stock to elect
directors under specified circumstances.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

        Section 4.01. Powers; personal liability.

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

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

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

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

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

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

                (c)     Consideration of factors. In discharging the duties of
their respective positions, the board of directors, committees of the board and
individual directors may have, in



                                       12
<PAGE>

considering the best interests of the corporation, consider the effects of any
action upon employees, upon suppliers and customers of the corporation and upon
communities in which offices or other establishments of the corporation are
located, and all other pertinent factors. The consideration of those factors
shall not constitute a violation of subsection (b).

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

                (e)     Personal liability of directors.

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

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

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

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

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

        Section 4.02. Qualifications and selection of directors.

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

                (b)     Election of directors. The candidates receiving the
highest number of votes from each class or group of classes, if any, entitled to
elect directors separately up to the number of directors to be elected by the
class or group of classes shall be elected. If at any meeting of shareholders,
directors of more than one class are to be elected, each class of directors
shall be elected in a separate election.


                                       13
<PAGE>

        Section 4.03. Number and term of office.

                (a)     Number. The board of directors shall consist of such
number of directors, not more than nine, as may be determined from time to time
by resolution of the board of directors.

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

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

                (d)     Classified board of directors. The directors shall be
classified in respect of the time for which they shall severally hold office as
follows:

                        (1)     Each class shall be as nearly equal in number as
possible.

                        (2)     The term of office of at least one class shall
expire in each year.

                        (3)     The members of each class shall be elected for a
period of three years.

        Section 4.04. Vacancies.

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

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

        Section 4.05. Removal of directors.

                (a)     Removal by the shareholders. The entire board of
directors, or any class of the board, or any individual director may be removed
from office by vote of the shareholders entitled to vote thereon only for cause.
In case the board or a class of the board or any one or



                                       14
<PAGE>

more directors are so removed, new directors may be elected at the same meeting.
The repeal of a provision of the articles or these bylaws prohibiting, or the
addition of a provision to the articles or bylaws permitting, the removal by the
shareholders of the board, a class of the board or a director without assigning
any cause shall not apply to any incumbent director during the balance of the
term for which he was selected.

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

        Section 4.06. Place of meetings. Meetings of the board of directors may
be held at such place within or without Pennsylvania as the board of directors
may from time to time appoint or as may be designated in the notice of the
meeting.

        Section 4.07. Organization of meetings. At every meeting of the board of
directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the vice chairman of the board,
if there be one, the president, the vice presidents in their order of rank and
seniority, or a person chosen by a majority of the directors present, shall act
as chairman of the meeting. The secretary, or, in the absence of the secretary,
an assistant secretary, or in the absence of the secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary.

        Section 4.08. Regular Meetings. Regular meetings of the board of
directors shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors.

        Section 4.09. Special Meetings. Regular meetings of the board of
directors shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors.

        Section 4.10. Quorum of and action of directors.

                (a)     General rule. A majority of the directors in office of
the corporation shall be necessary to constitute a quorum for the transaction of
business and the acts of a majority of the directors present shall be the acts
of the board of directors.

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

        Section 4.11. Executive and Other Committees.


                                       15
<PAGE>

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

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

                        (2)     The creation or filling of vacancies in the
board of directors.

                        (3)     The adoption, amendment or repeal of these
bylaws.

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

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

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

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

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

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

                                    ARTICLE V
                                    OFFICERS

        Section 5.01. Officers Generally.

                (a)     Number, qualifications and designation. The officers of
the corporation shall be a chairman and chief executive officer, a chief
operating officer and a president, one or



                                       16
<PAGE>

more vice presidents, a secretary, a treasurer, and such other officers as may
be elected in accordance with the provisions of Section 5.03. Officers may but
need not be directors or shareholders of the corporation. The president and
secretary shall be natural persons of full age. The treasurer may be a
corporation, but if a natural person shall be of full age. The board of
directors shall elect from among the members of the board a chairman of the
board who shall be an officer of the corporation. Any number of offices may be
held by the same person.

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

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

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

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

        Section 5.03. Subordinate officers, committees and agents. The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine. The board of directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents, or committees thereof and to
prescribe the authority and duties of such subordinate officers, committees,
thereof and to prescribe the authority and duties of such subordinate officers,
committees, employees or other agents.

        Section 5.04. Removal of officers and agents. Any officer or agent of
the corporation may be removed by the board of directors with or without cause.
The removal shall be without prejudice to the contract rights, if any, of any
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

        Section 5.05. Vacancies. A vacancy, in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03,



                                       17
<PAGE>

as the case may be, and if the office is one for which these bylaws prescribe a
term, shall be filled for the unexpired portion of the term.

        Section 5.06. Authority. All officers of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or pursuant to
resolutions or orders of the board of directors or in the absence of controlling
provisions in the resolutions or orders of the board of directors, as may be
determined by or pursuant to these bylaws.

        Section 5.07. The Chairman of the Board and President. The Chairman of
the Board or in the absence of the Chairman, the President, shall preside at all
meetings of the shareholders and of the board of directors and shall perform
such other duties as may from time to time be requested by the board of
directors.

        Section 5.08. The Chairman. The Chairman shall be the Chief Executive
Officer of the corporation and shall have general supervision over all business
and operations of the corporation, subject however, to the control of the board
of directors. The Chairman shall sign, execute, and acknowledge, in the name of
the corporation, deeds, mortgages, bonds, contracts or other instruments
authorized by the board of directors, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors, or by
these bylaw, to some other officer or agent of the corporation; and, in general,
shall perform all duties incident to the office of chairman and such other
duties as from time to time may be assigned by the board of directors. Further,
the general responsibilities of the Chairman shall include the physical plant,
investor relations, equity events, key management morale, employee morale and
government relations.

        Section 5.09. The Vice-Chairman. The Vice Chairman shall serve as Chief
Technology Officer but will have no additional powers or duties incident to the
honorary office of Vice-Chairman.

        Section 5.10. The President. The President shall be the Chief Operating
Officer of the corporation and shall have responsibility for the day to day
operations of the business. Further, the general responsibilities of the
President shall include supervision of sales and marketing, long term strategic
planning, research and development, finance and production. The President shall
perform all duties, including the operational duties of the Chairman in the
absence of the Chairman. The President shall be a member of the Board of
Directors.

        Section 5.11. The Vice President. The Vice Presidents of the corporation
shall consist of a Senior Vice President, Engineering, a Senior Vice President,
Design, a Senior Vice President, Strategic Products and such other Vice
Presidents as may be designated from time to time by resolution of the board of
directors.

        Section 5.12. The Secretary. The secretary or an assistant secretary
shall attend all meetings of the shareholders and of the board of directors and
shall record all the votes of the shareholders and of the directors and the
minutes of the meetings of the shareholders and of the board of directors and of
committees of the board in a book or books to be kept for that purpose;



                                       18
<PAGE>

shall see that notices are given and records and reports properly kept and filed
by the corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties as
may from time to time be assigned by the board of directors or the president.

        Section 5.13. The Treasurer. The treasurer or an assistant treasurer
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or, received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time to time
designate; shall, whenever so required by the board of directors, render an
account showing all transactions as treasurer and the financial condition of the
corporation; and, in general, shall discharge such other duties as may from time
to time be assigned by the board of directors or the president.

        Section 5.14. Salaries. The salaries of the officers elected by the
board of directors shall be fixed from time to time by the board of directors or
by such officer as may be designated by resolution of the board. The salaries or
other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that the officer is also
a director of the corporation.

                                   ARTICLE VI
                      CERTIFICATES OF STOCK, TRANSFER, ETC.

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

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


                                       19
<PAGE>

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

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

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

                                   ARTICLE VII
                          INDEMNIFICATION OF DIRECTORS,
                  OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES

        Section 7.01. Scope of Indemnification.

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

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

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

                                (i)     to constitute willful misconduct or
recklessness within the meaning of 15 Pa.C.S. Section 1713 or any superseding
provision of law sufficient in the circumstances to bar indemnification against
liabilities arising from the conduct; or

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


                                       20
<PAGE>

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

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

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

                (d)     Definitions. For purposes of this Article:

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

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

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

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

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


                                       21
<PAGE>

successfully prosecuting or defending the rights of an indemnified
representative granted by or pursuant to this Article.

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

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

        Section 7.05. Payment of indemnification. An indemnified representative
shall be entitled to indemnification within 30 days after a written request for
indemnification has been delivered to the secretary of the corporation.

        Section 7.06. Arbitration.

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


                                       22
<PAGE>

                (b)     Qualifications of arbitrators. Each arbitrator selected
as provided herein is required to be or have been a director or executive
officer of a corporation whose shares of common stock were listed during at
least one year of such service on the New York Stock Exchange or the American
Stock Exchange or quoted on the National Association of Securities Dealers
Automated Quotations System.

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

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

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

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

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

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

        Section 7.10. Scope of article. The rights granted by this Article shall
not be deemed exclusive or any other rights to which those seeking
indemnification, contribution or advancement of expenses may be entitled under
any statute, agreement, vote of shareholders or disinterested directors or
otherwise both as to action in an indemnified capacity and as to action in any
other capacity. The indemnification, contribution and advancement of expenses
provided by or granted pursuant to this Article shall continue as to a person
who has ceased to be an



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indemnified representative in respect of matters arising prior to such time, and
shall inure to the benefit of the heirs, executors, administrators and personal
representatives of such a person.

        Section 7.11. Reliance on provisions. Each person who shall act as an
indemnified representative of the corporation shall be deemed to be doing so in
reliance upon the rights provided by this Article.

        Section 7.12. Interpretation. The provisions of this Article are
intended to constitute bylaws authorized by 15 Pa.C.S.A. Section 513 (relating
to non-exclusivity and supplementary coverage).

                                  ARTICLE VIII
                                  MISCELLANEOUS

        Section 8.01. Corporate Seal. The corporation shall have a corporate
seal in the form of a circle containing the name of the corporation, the year of
incorporation and such other details as may be approved by the board of
directors.

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

        Section 8.03. Contracts.

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

                (b)     Statutory form of execution of instruments. Any note,
mortgage, evidence of indebtedness, contract or other document, or any
assignment or endorsement thereof, executed or entered into between the
corporation and any other person, when signed by one or more officers or agents
having actual or apparent authority to sign it, or by the president or vide
president and secretary or assistant secretary or treasurer or assistant
treasurer of the corporation, shall be held to have been properly executed for
and in behalf of the corporation, without prejudice to the rights of the
corporation against any person who shall have executed the instrument in excess
of his or her actual authority.

        Section 8.04. Interested directors or officers; quorum.

                (a)     General rule. A contract or transaction between the
corporation and one or more of its directors or officers or between the
corporation and another corporation, partnership, joint venture, trust or other
enterprise in which one or more of its directors or officers are directors or
officers or have a financial or other interest, shall not be void or voidable
solely for that reason, or solely because the director of officer is present at
or participate in the meeting of the board of



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directors that authorizes the contract or transaction, solely because his, or
her or their votes are counted for that purpose, if:

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

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

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

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

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

        Section 8.06. Corporate Records.

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

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



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demand shall be directed to the corporation at its registered office in
Pennsylvania or at its principal place of business wherever situated.

        Section 8.07. Amendment of By-Laws. These bylaws may be amended or
repealed, or new by-laws may be adopted, either (i) by vote of the shareholders
at any duly organized annual or special meeting of shareholders, or (ii) with
respect to those matters which are not by statute reserved exclusively to the
shareholders and regardless of whether the shareholders have previously adopted
or approved the by-law being amended or repealed, by vote of a majority of the
board of directors of thee corporation in office at any regular or special
meeting of directors. Any change in these by-laws shall take effect when adopted
unless otherwise provided in the resolution effecting the change. See Section
2.03(b) (relating to notice of action by shareholders on by-laws).








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