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                                                                     EXHIBIT 3.1


                           AMENDED AND RESTATED BYLAWS
                                       OF
                          MICROLEAGUE MULTIMEDIA, INC.
                     (a Pennsylvania Registered Corporation)


                                    ARTICLE I
                             Offices and Fiscal Year

         Section 1.01 Registered Office. The registered office of the
corporation in the Commonwealth of Pennsylvania shall be c/o CT System Lancaster
County and the registered office of the corporation shall be deemed for venue
and official publication purposes to be located in Lancaster, County, until
otherwise established by an amendment of the articles of incorporation (the
"articles") or by the board of directors and a record of such change is filed
with the Pennsylvania 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 the Commonwealth of 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 service, charges prepaid, or by facsimile transmission, to
the address (or to the telex, TWX, facsimile 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 or, in the case of facsimile
transmission, when received. A notice of meeting shall specify the place, day
and hour of the meeting and any other information required by any other
provision of the Business Corporation Law, the articles or these bylaws.

                  (b) Bulk Mail. If the corporation has more than 30
shareholders, notice of any regular or special meeting of the shareholders, or
any other notice required by the Business Corporation

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Law or by the articles of these bylaws to be given to all shareholders or to all
holders of a class or series of shares, may be given by any class of postpaid
mail if the notice is deposited in the United States mail at least 20 days prior
to the day named for the meeting or any corporate or shareholder action
specified in the notice.

                  (c) 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 in which
event notice shall be given in accordance with Section 2.03.

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

         Section 2.03 Notice of Meetings of Shareholders.

                  (a) General Rule. Except as otherwise provided in Section
2.01(b), written notice of every meeting of the shareholders shall be given by,
or at the direction of, the secretary or other authorized person to each
shareholder of record entitled to vote at the meeting at least (1) ten days
prior to the day named for a meeting (and, in case of a meeting called to
consider a merger, consolidation, share exchange or division, to each
shareholder of record not entitled to vote at the meeting) called to consider a
fundamental change under 15 Pa. C.S. Chapter 19 or (2) five days prior to the
day named for the meeting in any other case. If the secretary neglects or
refuses to give notice of a meeting, the person or persons calling the meeting
may do so, in the case of it 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.

                  (c) Notice of Action by Shareholders on Fundamental Change. In
the case of a meeting of the shareholders that has as one of its purposes action
with respect to any fundamental change under 15 Pa. C.S. Chapter 19, each
shareholder shall be given, together with written notice of the meeting, a copy
or summary of the amendment or plan to be considered at the meeting in
compliance with the provisions of Chapter 19.

                  (d) Notice of Action by Shareholders Giving Rise to Dissenters
Rights. In the case of a meeting of the shareholders that has as one of its
purposes action that would give rise to dissenters rights under the provisions
of 15 Pa. C.S. Subchapter 15D, each shareholder shall be given, together with
written notice of the meeting:

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                           (1) statement that the shareholders have a right to
                  dissent and obtain payment of the fair value of their shares
                  by complying with the provisions of Subchapter 15D (relating
                  to dissenters rights); and

                           (2) copy of Subchapter 15D.

         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. Neither the business to be
transacted at, nor the purpose of, a meeting need be specified in the waiver of
notice of the meeting.

                  (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.

         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 need 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. Any
director may participate in any meeting of the board of directors, and the board
of directors may provide by resolution with respect to a specific meeting or
with respect to a cuss of meetings that one or more persons may participate in a
meeting 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 cm bear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at the meeting.


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                                   ARTICLE III
                                  Shareholders

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

         Section 3.02 Annual Meeting. The board of directors may fix and
designate the date and time of the annual meeting of the shareholders, but if no
such date and time is fixed and designated by the board, the meeting for any
calendar year shall be held on the Second Monday of April in such year, if not a
legal holiday under the laws of Pennsylvania, and, if a legal holiday, than on
the next succeeding business day, not a Saturday, at 10:00 o'clock A.M. and at
said meeting the shareholders then entitled to vote shall elect directors and
shall transact such other business as may properly be brought before the
meeting. If the annual meeting shall not have been called and held within six
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 and place of the meeting. If the board does not 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.

         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 of
the shareholders, including one at which directors are to be elected and one
which cannot be organized because a quorum has not attended, 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

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at least 15 days because of an absence of a quorum, although less than a quorum
as fixed in this section, shall nevertheless constitute a quorum for the purpose
of acting upon any matter set forth in the notice of the meeting if the notice
states that those shareholders who attend the adjourned meeting shall
nevertheless constitute a quorum for the purpose of acting upon the matter.

         Section 3.05 Action by Shareholders. Except as otherwise provided in
the Business Corporation Law or the articles or these bylaws, whenever any
corporate action is to be taken by vote of the shareholders of the corporation,
it shall be authorized upon receiving the affirmative vote of a majority of the
votes cast by all shareholders entitled to vote thereon and, if any shareholders
are entitled to vote thereon as a class, upon receiving the affirmative vote of
a majority of the votes cast by the shareholders entitled to vote as a class.

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

         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.

                           (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 a
                  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) Execution and Filing. Every proxy shall be executed in
writing by the shareholder or by the duly authorized attorney-in-fact of the
shareholder and filed with the secretary of the corporation. A telegram, telex,
cablegram, datagram or similar transmission 

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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 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 shareholder for the
                  purposes of a particular meeting or transaction.

                  (c) Revocation. 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.

                  (d) Expenses. The corporation shall pay the reasonable
expenses of solicitation of votes, proxies or consents of shareholders by or on
behalf of the board of directors or its nominees for election to the board,
including solicitation by professional proxy solicitors and otherwise.

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

         Section 3.10 Voting by Joint Holders of Shares.

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

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

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

                  (b) Exception. If there has been filed with the secretary of
the corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the agreement under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares, the
persons specified

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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:

                               (1) The record date for determining
                      shareholders entitled to notice of or to vote at a
                      meeting of shareholders shall be at the close of
                      business on the day next preceding the day on watch
                      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 am
forth in the 

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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 books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and 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 share register or transfer book, or a duplicate
thereof kept in the Commonwealth of Pennsylvania, shall be prima facie evidence
as to who are the shareholders entitled to examine the list or share register or
transfer book or to vote at any meeting of shareholders.

         Section 3.14 Judges of Election.

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

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

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

                  (d) Report. On request of the presiding officer of the meeting
or of any shareholder, 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.

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         Section 3.15 Minors as Security Holders. The corporation may treat a
minor who holds shares or obligations of the corporation as having capacity to
receive and to empower others to receive dividends, interest, principal and
other payments or distributions, to vote or express consent or dissent and to
make elections and exercise rights, relating to such shares or obligations
unless, in the case of payments or distributions on shares, the corporate
officer responsible for maintaining the list of shareholders or the transfer
agent of the corporation or, in the case of payments or distributions on
obligations, the treasurer or paying officer or agent has received written
notice that the holder is a minor.

         Section 3.16 Notifications of Nominations and Proposed Business.
Subject to the rights of holders of any class or series of preferred shares, (a)
nominations for the election of directors, and (b) business to be brought before
any shareholder meeting may be made or proposed by or at the direction of the
Chairman, the President or by the Board of Directors or a proxy committee
appointed by the Board of Directors, or by any shareholder entitled to vote in
the election of directors generally, However, any such shareholder may nominate
one or more persons for election as directors at a meeting or propose business
to be brought before a meeting, only if such shareholder has given timely notice
in proper written form of intent to make such nomination or nominations or to
propose such business. To be timely, a shareholder's notice must be received by
the corporation not less than 70 days nor more than 90 days prior to the first
anniversary of the previous year's annual meeting (or, in the case of a special
meeting, not earlier than the 90th day before such meeting and not later than
the later of (i) the 70th day prior to such meeting and (ii) the 10th day
following the day on which notice of the meeting was mailed or public
announcement of the date of such meeting was made, whichever first occurs). To
be in proper written form, a shareholder's notice to the corporation shall set
forth:

                      (i) the name and address of the shareholder who intends to
               make the nominations or propose the business and, as the case may
               be, of the person or persons to be nominated or the business to
               be proposed;

                      (ii) a representation that the shareholder is a holder of
               record of shares of the corporation entitled to vote at such
               meeting and, if applicable, intends to appear in person or by
               proxy at the meeting to nominate the person or persons specified
               in the notice or to make the proposal to the meeting;

                      (iii) a description of all arrangements or understandings
               between the shareholder and each nominee and any other person or
               persons (naming such person or person) pursuant to which the
               nomination or nominations are to be made by the shareholder, or
               the business is to be proposed;

                      (iv) such other information regarding each nominee or each
               matter of business to be proposed by such shareholder as would be
               required to be included in a proxy statement filed pursuant to
               the proxy rules of the Securities and Exchange Commission had the
               nominee been nominated, or intended to be nominated, or the
               matter

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               been proposed, or intended to be proposed by the Board of
               Directors; and

                      (v) if applicable, the consent of each nominee to serve as
               director of the Corporation if so elected.

                  The chairman of the meeting may refuse to acknowledge the
nomination of any person or the proposal of any business not made in compliance
with the foregoing procedures.


                                   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) Personal Liability of Directors.

                           (1) A director shall not be personally liable, as
                  such, for monetary damages (including, without limitation, any
                  judgment, amount paid in settlement, penalty, punitive damages
                  or expense of any nature (including, without limitation,
                  attorneys' fees and disbursements)) for any action taken, or
                  any failure to take any action, unless:

                                     (i) the director has breached or failed to
                            perform the duties of his or her office under
                            Subchapter 17B of the Pennsylvania Business
                            Corporation Law or any successor provision; 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.

(The provisions of this subsection (b) were first adopted by the shareholders of
the corporation on March 19, 1996.)

                  (c) Notation of Dissent. A director of the corporation 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 on which the director is
generally competent to act, 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 his or her 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

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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 the Commonwealth of
Pennsylvania or a shareholder of the corporation.

                  (b) Election of Directors. In elections for directors, voting
need not be by ballot, unless required by vote of the shareholders before the
voting for the election of directors begins. The candidates receiving the
highest number of votes from each class or group of classes, if any, entitled to
elect directors separately up to the number of directors to be elected by the
class or group of classes shall be elected. If at any meeting of shareholders,
directors of more than one class are to be elected, each class of directors
shall be elected in a separate election.

         Section 4.03 Number and Term of Office.

                  (a) Number. The board of directors shall consist of such
number of directors, not less than 3 nor more than 10, 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 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
divided into three classes, Class I, Class II and Class III with respect to
their terms of office. All classes shall be as nearly equal in number as
reasonably possible. Subject to such limitations, when the number of directors
is changed, any newly-mated directorship or any decrease in directorships shall.
be apportioned among the classes by action of the Board of Directors. The terms
of office of the initial classes of directors elected on or after the date
Bylaws containing this Section 4.03(d) are approved by the shareholders of the
corporation shall be as follows:

                      (1) Class I shall expire at the annual meeting of
shareholders to be held in 1997;

                      (2) Class II shall expire at the annual meeting of
shareholders to be held in 1998; and

                      (3) Class III shall expire at the annual meeting of
shareholders to be held in 1999;


                                      -11-

<PAGE>

At each annual meeting of shareholders, commencing with the annual meeting to be
held in 1997, the successors of the class of directors whose term expires at
such meeting shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year of their elections.

         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 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 permits 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 hold at such place within or without the Commonwealth of 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 of the meeting.


                                      -12-

<PAGE>


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

         Section 4.09 Special Meetings. Special meetings of the board of
directors shall be held whenever called by the chairman or by two or more of the
directors.

         Section 4.10 Quorum of and Action by Directors.

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

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

         Section 4.11 Executive and Other Committees.

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

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

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

                           (3) The adoption, amendment or repeal of these
                  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 constituting a quorum, may unanimously appoint another
director to act at the meeting in the place of the absent or disqualified
members.

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



                                      -13-

<PAGE>

                  (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 president, one or 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 may elect from among the members of
the board a chairman of the board and a vice chairman of the board who shall be
officers of the corporation. Any number of offices may be held by the same
person.

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

                  (c) Standard of Care. In lieu of the standards of conduct
otherwise provided by law, officers of the corporation shall be subject to the
same standards of conduct, including standards of care and loyalty and rights of
justifiable reliance, as shall at the time be applicable to directors of the
corporation. An officer of the corporation shall not be personally liable, as
such to the corporation or its shareholders for monetary damages (including,
without limitation, any judgments, amount paid in settlement, penalty, punitive
damages or expense of any nature (including without limitation, attorneys fees
and disbursements)) for any action taken, or any failure to take any action,
unless the officer has breached or failed to perform the duties of his or her
office under the articles of incorporation, these bylaws, or the applicable
provisions of law and the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. The provisions of this subsection shall not
apply to the responsibility or liability of an officer pursuant to any criminal
statute or for the payment of taxes pursuant to local, state or federal law.

         Section 5.02 Election, Term of Office and Resignations.

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

                                      -14-

<PAGE>



                  (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.

         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,
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, may be filled by the
board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03, as the case may be, and
if the office is one for which these bylaws prescribe a term, shall be filled
for the unexpired portion of the term.

         Section 5.06 Authority.

                  (a) General Rule. 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.

                  (b) Chief Executive Officer. The chairman of the board or the
president, as designated from time to time by the board of directors, shall be
the chief executive officer of the corporation.

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

         Section 5.08 The President. The president shall have general
supervision over the business and operations of the corporation, subject
however, to the control of the board of directors and, if the chairman of the
board is the chief executive officer of the corporation, the chairman of the
board. The president 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,

                                      -15-

<PAGE>

or by these bylaws, to some other officer or agent of the corporation; and, in
general, shall perform all duties incident to the office of president and such
other duties as from time to time may be assigned by the board of directors and,
if the chairman of the board is the chief executive officer of the corporation,
the chairman of the board.

         Section 5.09 The Vice Presidents. The vice presidents shall perform the
duties of the president in the absence of the president and such other duties as
may from time to time be assigned to them by the board of directors or the
president.

         Section 5.10 The Secretary. The secretary or assistant secretary shall
attend all meetings of the shareholders and of the board of directors and all
committees thereof 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; shall see that notices are given and records and reports property
kept and filed by the corporation as required by law; shall be the custodian of
the seal of the corporation and see that it is affixed to all documents to be
executed on behalf of the corporation under its seal; and, in general, shall
perform all duties incident to the office of secretary, and such other duties as
may from time to time be assigned by the board of directors or the president.

         Section 5.11 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 5.12 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.

                  (a) Form of Certificates. Certificates for shares of the
corporation shall be in such form as approved by the board of directors or by
officers of the corporation designated by the Board of Directors, and shall
state that the corporation is incorporated under the laws of the Commonwealth 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. If the corporation is authorized to issue shares of more than one
class or series, certificates for shares of the corporation 


                                      -16-

<PAGE>

shall set forth upon the face or back of the certificate (or shall state an the
face or back of the certificate that the corporation will furnish to any
shareholder upon request and without charge), a full or summary statement of the
designations, voting rights, preferences, limitations and special rights of the
shares of each class or series authorized to be issued so far as they have been
fixed and determined and the authority of the board of directors to fix and
determine the designations, voting rights, preferences, limitations and special
rights of the classes and series of shares of the corporation.

                  (b) Share Register. The share register or transfer books and
blank share certificates shall be kept by the secretary or by any transfer agent
or registrar designated by the board of directors for that purpose.

         Section 6.02 Issuance. The share certificates of the corporation shall
be numbered and registered in the share register or transfer books of the
corporation as they are issued. They shall be executed in such manner as the
board of directors shall determine. In case any officer, transfer agent or
registrar who has signed or authenticated, or whose facsimile signature or
authentication has been placed upon, any share certificate shall have ceased to
be such officer, transfer agent or registrar because of death, resignation or
otherwise, before the certificate is issued, the certificate may be issued with
the same effect as if the officer, transfer agent or registrar 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 in effect at the time between
the corporation and any transfer agent or registrar.

         Section 6.03 Transfer. Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made inconsistent with the
provisions of the Uniform Commercial Code, 13 Pa. C.S. 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 as the absolute owner thereof and shall not be
bound to recognize any equitable or other claim to, or interest in, such share
or shares on the part of any other person.

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


                                      -17-

<PAGE>


                                   ARTICLE VII
                   Indemnification of Directors, Officers and
                        Other Authorized Representatives
            (The provisions of this Article VII were first adopted by
            the shareholders of the corporation on March 19, 1996.)

         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
or products liability, except:

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

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

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

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

                           (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 contenders 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 fixture service by an indemnified representative
                  in one or more capacities as a director, officer, employee or
                  agent of the corporation, or, at the request of the
                  corporation, as a directors officer, employee, agent,
                  fiduciary or trustee of another corporation, partnership,
                  joint venture, trust, employee benefit plan or other entity or
                  enterprise;


                                      -18-

<PAGE>


                           (2) "indemnified representative" means any and all
                  directors and officers of the corporation and any other person
                  designed 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 proceeding of any
                  nature, whether civil, criminal, administrative or
                  investigative, whether formal or informal, and whether brought
                  by or in the right of the corporation, a class of its security
                  holders or otherwise.

         Section 7.02 Proceedings Initiated by Indemnified Representatives.
Notwithstanding any other provision of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include 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 successfully prosecuting or defending the rights of an indemnified
representative granted by or pursuant to this Article.

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

         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 term 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.


                                      -19-

<PAGE>


         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 the commercial arbitration rules then in effect of
the American Arbitration Association, before a panel of three arbitrators, one
of whom shall be selected by the corporation, the second of whom shall be
selected by the indemnified representative and the third of whom shaft 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, and if one of
the parties fails or refuses to select an arbitrator or 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 Senate jurisdiction in
such metropolitan area.

                  (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 Now 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 expense (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 shaft 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.


                                      -20-

<PAGE>


         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, suit or
proceeding refined to in Sections 1741 or 1742 of the Business Corporation Law
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees and disbursements)
actually and reasonably incurred by such person in connection therewith.

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

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

         Section 7.11 Reliance 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 of indemnification, contribution and advancement of
expenses provided by this Article.

         Section 7.12 Interpretation. The provisions of this Article are
intended to constitute bylaws authorized by 15 Pa. C.S, ss.1746.

                                  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. The affixation of the corporate seal shall not be necessary to the
valid execution, assignment or endorsement by the corporation of any instrument
or other document.

         Section 8.02 Checks. All checks, notes, bills of exchange or other
similar orders in writing shall be signed by such one or more officers or
employees of the corporation as 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 caw of transactions that require action by the
shareholders, the board of directors may

                                      -21-

<PAGE>


authorize any officer or agent to enter into any contract or to execute or
deliver any instrument on behalf of the corporation, and such authority may be
general or confined to specific instances.

                  (b) Statutory Form of Execution of Instruments. Any note,
mortgage, evidence of indebtedness, contract or other document, or any
assignment or endorsement thereof, executed or entered into between the
corporation and any other person, when signed by one or more officers or agents
having actual or apparent authority to sign it, or by the president or vice
president and secretary or assistant secretary or treasurer or assistant
treasurer of the corporation, shall be held to have been properly executed for
and 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 or officer is present at
or participates in the meeting of the board of directors that authorizes the
contract or transaction, or solely because his, her or their votes are counted
for that purpose, if:

                           (1) the material facts as to the relationship or
                  interest and as to the contract or transaction are disclosed
                  or are known to the board of directors and the board
                  authorizes the contract or transaction by the affirmative
                  votes of a majority of the disinterested directors even though
                  the disinterested directors am 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 of the corporation as the board of directors
shall from time to time designate.


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<PAGE>


         Section 8.06 Corporate Records.

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

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

         Section 8.07 Amendment of Bylaws. These bylaws may be amended or
repealed, or new bylaws may be adopted, either (i) by vote of the shareholders
at any duly organized annual or special meeting of shareholders, or (ii) with
respect to those matters that are not by statute committed expressly to the
shareholders and regardless of whether the shareholders have previously adopted
or approved the bylaw being amended or repealed, by vote of a majority of the
board of directors of the corporation in office at any regular or special
meeting of directors, Any change in these bylaws 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 bylaws).



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