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                                                                     EXHIBIT 3.2



                          Amended and Restated Bylaws

                                       of

                           iGate Capital Corporation

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                               TABLE OF CONTENTS

SECTION                                                           PAGE

1.  SHAREHOLDERS................................................     1
      1.1.  Annual Meeting......................................     1
      1.2.  Special Meetings....................................     1
      1.3.  Place of Meeting....................................     1
      1.4.  Notice..............................................     1
      1.5.  Quorum..............................................     2
      1.6.  Adjournments........................................     2
      1.7.  Action by Shareholders..............................     3
      1.8.  Voting Rights of Shareholders.......................     3
      1.9.  Proxies.............................................     3
     1.10.  Voting List.........................................     4
     1.11.  Determination of Shareholders of Record.............     4
     1.12.  Certification by Nominee............................     4
     1.13.  Presiding Officer...................................     4
     1.14.  Voting by Fiduciaries and Pledgees..................     5
     1.15.  Voting by Joint Holders of Shares...................     5
     1.16.  Voting by Corporations..............................     5
     1.17.  Election of Directors...............................     6
     1.18.  Judges of Election..................................     6

2.  BOARD OF DIRECTORS..........................................     6
      2.1.  General.............................................     6
      2.2.  Number..............................................     7
      2.3.  Regular Meetings....................................     7
      2.4.  Special Meetings....................................     7
      2.5.  Notice of Meetings..................................     7
      2.6.  Interested Directors or Officers; Quorum............     7
      2.7.  Compensation........................................     8
      2.8.  Presumption of Assent...............................     8
      2.9.  Presiding Officer...................................     8

3.  COMMITTEES OF THE BOARD.....................................     9
      3.1.  Committees of the Board.............................     9
      3.2.  Committee Rules.....................................     9

4.  OFFICERS....................................................     9
      4.1.  Officers and Qualifications.........................     9
      4.2.  Election, Term, and Vacancies.......................    10
      4.3.  Removal; Resignation; Bond..........................    10
      4.4.  Co-Chairman and Chief Executive Officer.............    10
      4.5.  Co-Chairman and President...........................    11
      4.6.  Vice Presidents.....................................    11
      4.7.  Secretary...........................................    11
      4.8.  Assistant Secretary.................................    11
      4.9.  Treasurer...........................................    12
     4.10.  Other Management Officers...........................    12

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5.  SHARE CERTIFICATES AND TRANSERS.............................    12
      5.1.  Certificates........................................    12
      5.2.  Transfer of Shares..................................    13
      5.3.  Registrar, Transfer Agent, Authenticating Trustee...    13
      5.4.  Lost, Destroyed or Stolen Certificates..............    13

6.  MANNER OF GIVING NOTICE.....................................    14
      6.1.  Manner of Giving Notice.............................    14
      6.2.  Waiver of Notice....................................    14
      6.3.  Board Action by Unanimous Written Consent...........    14
      6.4.  Meetings by Means of Conference Telephone...........    14
      6.5.  Modification of Proposals...........................    15

7.  CERTAIN SHAREHOLDER RIGHTS..................................    15
      7.1.  Inspection of Corporate Records.....................    15

8.  GENERAL PROVISIONS..........................................    15
      8.1.  State of Incorporation..............................    15
      8.2.  Registered Office...................................    15
      8.3.  Other Offices.......................................    16
      8.4.  Corporate Seal......................................    16
      8.5.  Fiscal Year.........................................    16


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                          AMENDED AND RESTATED BYLAWS

                                       of

                           iGate Capital Corporation

                               1.  SHAREHOLDERS

      1.1.  Annual Meeting.


          An annual meeting of the shareholders shall be held in each calendar
year, on such date as may be fixed by the board of directors of the Corporation
(the "Board of Directors" or "Board"), for the purpose of electing directors and
for the transaction of such other business as may properly come before the
meeting.  If the day fixed for the annual meeting shall be a legal holiday in
the state where the meeting is to be held, such meeting shall be held on the
next succeeding business day.

      1.2.   Special Meetings.


          Special meetings of the shareholders may be called at any time by (i)
the Board of Directors or (ii) by the Co-Chairman and Chief Executive Officer or
the Co-Chairman and President.  Upon written request of any person who has duly
called a special meeting, the Secretary shall fix the time of the meeting which
shall be held not more than sixty (60) days after the receipt of the request.
If the Secretary neglects or refuses to fix the time of the meeting, the person
or persons calling the meeting may do so.

      1.3.   Place of Meeting.


          All meetings of the shareholders shall be held at the registered
office of the Corporation or at such other place, within or without the
Commonwealth of Pennsylvania, as may be designated by the Board of Directors
from time to time.

      1.4.   Notice.


          Except as provided in Section 1.6 of these Amended and Restated Bylaws
("Bylaws"), written notice of every meeting of the shareholders shall be given
by, or at the direction of, the Secretary or the Co-Chairman and President or,
if he or she neglects or refuses to do so, may be given by the person or persons
calling the meeting, to each shareholder of record entitled to vote at the
meeting, unless a greater period of notice is required by law in the particular
case, (a) at least ten (10) days prior to the day named for the meeting called
to consider a fundamental change under Chapter 19 of the Business Corporation
Law of 1988, as amended (hereinafter, the "BCL") or (b) five days prior to the
day named for the meeting in any other
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case. The notice of meeting shall specify the place, day and hour of the meeting
and, in the case of a special meeting, the general nature of the business to be
transacted, and, if applicable, the notice shall state that the purpose, or one
of the purposes, of the meeting is to consider the adoption, amendment or repeal
of the Bylaws in which case the notice shall include, or be accompanied by, a
copy of the proposed amendment or a summary of the changes to be effected
thereby.

      1.5.  Quorum.


          A shareholders meeting duly called shall not be organized for the
transaction of business unless a quorum is present.  The presence in person or
by proxy 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 such matter.  The shareholders present at a duly organized meeting can
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.  If a meeting cannot be
organized because a quorum has not attended, those present may adjourn the
meeting to such time and place as they may determine.  Those shareholders
entitled to vote who attend a meeting called for the election of directors that
has previously been adjourned for lack of a quorum, although less than a quorum
as fixed herein, shall nevertheless constitute a quorum for the purpose of
electing directors.  In other cases, those shareholders entitled to vote who
attend a meeting of shareholders that has been previously adjourned for one or
more periods aggregating at least fifteen (15) days because of absence of a
quorum, although less than a quorum as fixed herein, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set forth in the
notice of the meeting, provided that the notice of the meeting states that those
shareholders who attend such adjourned meeting shall nevertheless constitute a
quorum for the purpose of acting upon the matter set forth in the notice.

      1.6.   Adjournments.


          Adjournment or adjournments of any annual or special meeting of
shareholders, including one at which directors are to be elected, shall be taken
for such period or periods as the presiding officer of the meeting or the
shareholders present in person or by proxy and entitled to vote shall direct.
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 the
adjourned meeting other than by announcement at the meeting at which the
adjournment is taken, unless the Board of Directors fixes a new record date for
the adjourned meeting or unless notice of the business to be transacted was
required by BCL to be set forth in the original notice of the meeting and such
notice had not been previously given.  Subject to quorum requirements, at any
such adjourned meeting any business may be transacted which might have been
transacted at the meeting as originally noticed.

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      1.7.  Action by Shareholders.


          Whenever any corporate action is to be taken by vote of the
shareholders, 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 thereon, except where a different vote is required by law or the
Amended and Restated Articles of Incorporation of the Corporation, as they may
be amended from time to time (the "Articles") or these Bylaws.

      1.8.  Voting Rights of Shareholders.


          Unless otherwise provided in the Articles, every shareholder shall be
entitled to one vote for every share outstanding in such shareholder's name on
the books of the Corporation.

      1.9.  Proxies.


          Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such shareholder by proxy.  The
presence of, or vote or other action at a meeting of shareholders, or the
expression of consent or dissent to corporate action in writing, by a proxy of a
shareholder shall constitute the presence of, or vote or action by, or written
consent or dissent of the shareholder.  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, transmission by electronic mail or similar 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 shall be
treated as properly executed if it sets forth a confidential and unique
identification number or other mark finished by the Corporation to the
shareholder for purposes of a particular meeting or transaction.
Notwithstanding any other agreement or any provision in the proxy to the
contrary, a proxy shall be revocable at will unless coupled with an interest,
but the revocation of a proxy shall not be effective until written notice of the
revocation 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 such death or incapacity is given to
the Secretary of the Corporation. 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.

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      1.10.  Voting List.


          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 available at the
meeting by any other means. Failure to comply with the requirements of this
bylaw 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 there at to examine
the list.

      1.11.  Determination of Shareholders of Record.


          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 caw
of an adjourned meeting, shall be not more than ninety (90) days prior to the
date of the meeting of shareholders.  Only shareholders of record on the date so
fixed shall be entitled to notice of, or to vote at, such meeting,
notwithstanding any transfer of shares on the books of the Corporation after the
record date so fixed.  The Board of Directors may similarly fix a record date
for the determination of shareholders of record for payment of dividends or for
any other purpose.  When a determination of shareholders of record has been made
as provided in this bylaw for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date for the adjourned meeting.

      1.12.  Certification by Nominee.


          The Board of Directors may from time to time 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 said procedure, the persons
specified in the certification shall be deemed, for the purposes set forth in
said certification, to be the holders of record of the number of shares
specified in place of the shareholder making the certification.

      1.13.  Presiding Officer.


          All meetings of the shareholders shall be called to order and presided
over by the Co-Chairman and Chief Executive Officer, if any, or, in his absence,
by the Co-Chairman and President, or, in his absence, by an officer or director
of the Corporation appointed by the chief

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executive officer, or, if none of those persons is present, by a chairperson of
the meeting elected by the shareholders.

      1.14.  Voting by Fiduciaries and Pledgees.


          Shares of this 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 either in person or by proxy by the trustee, fiduciary,
assignee or receiver.  A shareholder whose shares are pledged shall be entitled
to vote the shares, in person or by proxy, until the shares have been
transferred into the name of the pledgee or a nominee of the pledgee.

      1.15.  Voting by Joint Holders of Shares.


          Where shares of the Corporation are held jointly or as tenants in
common by two or more persons, as fiduciaries or otherwise: (a) 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 such shares the vote cast by such person or a majority of such persons who
are present; and (b) if the persons present are equally divided upon whether the
shares held by them shall be voted or upon the manner of voting the shares, the
voting of such shares shall be divided equally among the persons present without
prejudice to the rights of the joint owners or the beneficial owners thereof
among themselves.  Notwithstanding the foregoing, 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 such 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 such
shares, the persons specified as having such voting power in the latest document
so filed, and only those persons, shall be entitled to vote such shares but only
in accordance therewith.


      1.16.  Voting by Corporations.


          Any other domestic or foreign corporation for profit or not-for-profit
that is a shareholder of this Corporation may vote by any of its officers or
agents, or by proxy appointed by any such officer or agent, unless some other
person, by resolution of its board of directors or pursuant to a provision of
its articles or bylaws, a copy of which resolution or provision certified to
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 such
person shall be entitled to vote the shares.  Shares of this Corporation owned,
directly or indirectly, by this Corporation and controlled, directly or
indirectly, by the Board of Directors, 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.

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      1.17.  Election of Directors.


          In election of directors, voting need not be by ballot, unless
required by vote of the shareholders before the voting for election of directors
begins.  The duly nominated 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.

      1.18.  Judges of Election.


          In advance of any meeting of shareholders, the Board of Directors may
appoint judges of election, who need not be shareholders, to act at such meeting
or any adjournment thereof.  If judges of election are not so appointed, the
presiding officer of any such meeting may, and on the request of any shareholder
or of any shareholder's proxy shall, make such appointment at the meeting.  The
number of judges shall be one or three. No person who is a candidate for office
to be filled at the meeting shall act as a judge.  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.  The judge or 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, shall receive votes or
ballots, shall hear and determine all challenges and questions in any way
arising in connection with the right to vote, shall count and tabulate all votes
and determine the result and shall do such acts as may be proper to conduct the
election or vote with fairness to all shareholders.  The judge or 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.  On request of the
presiding officer of the meeting, or of any shareholder or proxy of any
shareholder, the judge or 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.


                            2.  BOARD OF DIRECTORS

      2.1  General.


          The business and affairs of the Corporation shall be managed by or
under the direction of, the Board of Directors, which shall exercise all powers
that may be exercised or performed by the Corporation and that are not by
statute, the Articles or these Bylaws directed to be exercised or performed by
the shareholders.

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      2.2.  Number.


          The Board of Directors shall consist of such number of members as
     determined in the Articles.

      2.3.  Regular Meetings.


          The Board of Directors shall hold an annual meeting for the election
  of officers and the transaction of other proper business either as soon as
  practical after, and at the same place as, the annual meeting of shareholders
  or at such other day, hour and place as may be fixed by the Board.  The Board
  of Directors may designate the time and place, within or without the
  Commonwealth of Pennsylvania, of other regular meetings.

      2.4.  Special Meetings.


          Special meetings of the Board of Directors may be called by the Co-
  Chairman and Chief Executive Officer, the Co-Chairman and President or any two
  (2) directors.  The person or persons calling the special meeting may fix the
  day, hour and place, within or without the Commonwealth of Pennsylvania, of
  the meeting.

      2.5.  Notice of Meetings.


          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 at least 48 hours (in the case of notice by telephone,
  telex, TWX, facsimile transmission, telegraph, electronic mail, courier
  service or express mail) or five days (in the case of notice by first class
  mail) before the date set for the meeting.  Every such notice shall specify
  the place, day and hour of the meeting.  When a meeting of directors is
  adjourned, notice need not be given of the adjourned meeting other than by
  announcement at the meeting at which the adjournment is made.  Notwithstanding
  the above notice requirements, if any meeting of directors cannot be organized
  because a quorum is not present, a majority of the directors present may
  adjourn the meeting to such time and place as they may determine, subject to
  the Bylaws of the Corporation.  Neither the business to be transacted at, nor
  the purpose of, any annual, regular or special meeting of the Board of
  Directors need be specified in the notice of the meeting.

      2.6.   Interested Directors or Officers; Quorum.


          A contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise in which one or more of this Corporation's directors
or officers are directors or officers or have a financial or other interest,

                                       7
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shall not be void or violable solely for that reason, or solely because the
common or interested 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 the common or interested director's or officer's votes are
counted for such 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 then serving even
though the disinterested directors are less than a quorum; or (2) the material
facts as to the director's or officer's 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 this Corporation as of the time it is authorized, approved or
ratified by the Board of Directors or the shareholders.  Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board that authorizes a contract or transaction described in this Article
2.6.

      2.7.   Compensation.


          By resolution of the Board of Directors, each director may be paid his
or her expenses, if any, of attendance at each meeting of the Board of Directors
or committee thereof, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or committee thereof or
both.  No such payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor and a director may be
a salaried officer or employee of the Corporation.

      2.8.   Presumption of Assent.


          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 such 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.  Such right to
dissent shall not apply to a director who voted in favor of the action. Nothing
in this Section 2.8 shall bar a director from asserting that minutes of a
meeting incorrectly omitted said director's dissent if, promptly upon receipt of
a copy of such minutes, said director notified the Secretary, in writing, of the
asserted omission or inaccuracy.


        2.9. Presiding Officer.

          All meetings of the Board of Directors shall be called to order and
presided over by the Co-Chairman and Chief Executive Officer, or, in his
absence, by the Co-Chairman and President or, in both their absences, by a
director appointed by a Co-Chairman or, if none of

                                       8
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those persons is present, by a chairperson of the meeting elected at such
meeting by the Board of Directors.


                       3. COMMITTEES OF THE BOARD

      3.1.   Committees of the Board.


          The Board of Directors may, by resolution adopted by a majority of the
directors in office, establish one or more committees, each committee to consist
of one or more of the directors of the Corporation. 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 purposes of
any written action of the committee.  Except in the case of the Audit and
Compensation Committees, if any, or other similar committees, in the absence or
disqualification of any member or alternate member or members of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, though less than a quorum, may unanimously appoint another director to
act at the meeting in the place of the absent or disqualified member.  A
committee, to the extent provided in the resolution of the Board of Directors
creating it, 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:  (i) the submission to shareholders of any action requiring the approval
of shareholders pursuant to the BCL, (ii) the creation or filling of vacancies
in the Board of Directors, (iii) the adoption, amendment or repeal of the
Bylaws, (iv) the amendment, adoption or repeal of any resolution of the Board
that by its terms is amendable or repealable only by the Board, or (v) action on
matters committed by the Bylaws or resolution of the Board to another committee
of the Board. Each committee of the Board shall serve at the pleasure of the
Board.

      3.2.   Committee Rules.


          In the absence of a resolution of the Board of Directors to the
contrary, a majority of the entire authorized number of members of such
committee shall be necessary to constitute a quorum for the transaction of
business.


                                  4. OFFICERS

      4.1.   Officers and Qualifications.


          The Corporation shall have a Co-Chairman who is also Chief Executive
Officer, a Co-Chairman who is also President, a Secretary, and a Treasurer, each
of whom shall be elected or appointed by the Board of Directors.  The Board may
also elect or provide for the appointment of one or more Vice Presidents, a
Controller, and such other officers and assistant officers as the Board deems
necessary or advisable.  Officers of the Corporation, as between themselves and
the

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Corporation, shall have such authority and perform such duties in the
management of the Corporation or as is determined by or pursuant to resolutions
or orders of the Board of Directors.

      4.2.   Election, Term, and Vacancies.


          The officers and assistant officers of the Corporation shall be
elected by the Board of Directors at the annual meeting of the Board or from
time to time as the Board shall determine.  Each officer shall hold office at
the pleasure of the Board.  A vacancy in any office occurring in any manner may
be filled by the Board of Directors and, if the office is one for which these
Bylaws prescribe a term, shall be filled for the unexpired portion of the term.


      4.3.   Removal; Resignation; Bond.


        (a)  Removal. Any officer or agent of the Corporation may be removed by
             the Board of Directors with or without cause, but such removal
             shall be without prejudice to the contract rights, if any, of the
             person so removed. Election or appointment of an officer or agent
             shall not of itself create contract rights.

        (b)  Resignation. 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)  Bond.  The Corporation may secure the fidelity of any or all of its
             officers by bond or otherwise.

      4.4.   Co-Chairman and Chief Executive Officer.


          The Co-Chairman and Chief Executive Officer shall have such authority
and perform such duties as the Board of Directors may from time to time
designate.  Subject to the control of the Board of Directors and, within the
scope of their authority, any committees thereof, the Co-Chairman and Chief
Executive Officer shall (a) have general and active management authority with
respect to all the business, property and affairs of the Corporation, (b) see
that all orders and resolutions of the Board of Directors and the committees
thereof are carried into effect, (c) together with the Co-Chairman and President
pursuant to Sections 4.6 and 4. 10, appoint and remove subordinate officers and
agents, other than those appointed or elected by the Board of Directors, as the
business of the Corporation may require, (d) act as the duly authorized
representative of the Board in all matters, except where the Board  has formally
designated some other person or group to act, and (e) in general perform all the
usual duties incident to the office of chief executive officer,

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<PAGE>

      4.5.   Co-Chairman and President.


          The Co-Chairman and President shall (a) in the absence of the Co-
Chairman and Chief Executive Officer, represent the Board of Directors, except
where the Board has formally designated some other person or group to act, (b)
execute, on behalf of the Corporation, contracts, leases, deeds, mortgages,
notes and other instruments authorized by the Board of Directors, except in
cases where the Board of Directors, these Bylaws or law expressly requires the
execution thereof by some other officer, (c) together with the Co-Chairman and
Chief Executive Officer, pursuant to Sections 4.6 and 4.10, appoint and remove
subordinate officers and agents, other than, those appointed or elected by the
Board of Directors, as the business of the Corporation may require, (d) work
with the Co-Chairman and Chief Executive Officer in the management of the
business, property and affairs of the Corporation and (e) have such other
authority and perform such other duties as the Board of Directors may from time
to time designate.

      4.6.   Vice Presidents.


          Each Vice President, if any, shall perform such duties as may be
assigned to him or her by the Board of Directors or by the Co-Chairman and Chief
Executive Officer and Co-Chairman and President.  In the absence or disability
of both Co-Chairmen, the most senior in rank of the Vice Presidents shall
perform the duties of the Co-Chairman and President.


      4.7.   Secretary.

          The Secretary shall (a) keep or cause to be kept the minutes of all
meetings of the shareholders, the Board of Directors, and any committees of the
Board of Directors in one or more books kept for that purpose, (b) have custody
of the corporate records, stock books and stock ledgers of the Corporation, (c)
keep or cause to be kept a register of the address of each shareholder, which
address has been furnished to the Secretary by such shareholder, (d) see that
all notices are duly given in accordance with law, the Articles, and these
Bylaws, and (e) in general perform all the usual duties incident to the office
of secretary and such other duties as may be assigned to him or her by the Board
of Directors or the Co-Chairman and Chief Executive Officer.  The Secretary may
delegate any of his or her duties to any management officer or to any duly
elected or appointed Assistant Secretary and may delegate custody of the
Corporation's stock books, stock ledgers, shareholder lists and the like to a
duly appointed stock transfer agent and/or registrar or, in the case of records
regarding debt instruments, to an indenture or bond trustee, registrar or
similar entity.


      4.8.   Assistant Secretary.

          The Assistant Secretary, if any or Assistant Secretaries if more than
one, shall perform the duties of the Secretary in his or her absence and shall
perform such other duties as

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the Board of Directors, the chief executive officer or the Secretary may from
time to time designate.


      4.9.   Treasurer.


          The Treasurer shall have general supervision of the fiscal affairs of
the Corporation.  The Treasurer shall, with the assistance, of the Co-Chairman
and Chief Executive Officer and managerial staff of the Corporation: (a) see
that a full and accurate accounting of all financial transactions is made; (b)
invest and reinvest the capital funds of the Corporation in such mariner as may
be directed by the Board, unless such function shall have been delegated to a
nominee or agent; (c) deposit or cause to be deposited in the name and to the
credit of the Corporation, in such depositories as the Board of Directors shall
designate, all monies and other valuable effects of the Corporation not
otherwise employed; (d) prepare such financial reports as may be requested from
time to time by the Board; (e) cooperate in the conduct of the annual audit of
the Corporation's financial records by certified public accountants duly
appointed by the Board; and (f) in general perform all the usual duties
incident to the office of treasurer and such other duties as may be assigned to
him or her by the Board of Directors or the Co-Chairman and President.

      4.10.  Other Management Officers.


          Subject to control of the Board of Directors, the Co-Chairman and
Chief Executive Officer and the Co-Chairman and President, together, may select
and appoint such other management officers as they deem advisable, including
without limitation Managing Directors, who shall have such authority and perform
such duties as may from time to time be prescribed by the Co-Chairman and Chief
Executive Officer and the Co-Chairman and President or by the Board.


                      5. SHARE CERTIFICATES AND TRANSFERS

      5.1.   Certificates.


          Share certificates shall be in such form as shall be approved by the
Board of Directors and shall state: (i) that the Corporation is incorporated
under the laws of the Commonwealth of Pennsylvania, (ii) the name of the person
to whom issued, and (iii) the number and class of shares and the designation of
the series, if any, which the share certificate represents.

          In the event that the Corporation is authorized to issue shares of
more than one class or series, each share certificate shall also state, on 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

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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-

        5.2. Transfer of Shares.


          Transfer of shares of the Corporation shall be made only on the stock
transfer records of the Corporation (which may be kept in written or computer
form).  Transfers shall be made by the Corporation or its duly authorized agent
as required by law.  Except as otherwise set forth in Section 1.12 above
(Certification by Nominee), the Corporation shall be entitled to treat the
person in whose name shares stand on the books of the Corporation as the owner
thereof for all purposes.

        5.3. Registrar, Transfer Agent, Authenticating Trustee.


          The Corporation may, but need not, designate another organization to
act as authenticating trustee, transfer agent, registrar or other agent for the
Corporation in the registration of transfers of its securities, the issuance of
new securities or the cancellation of surrendered securities, and to perform
such other functions as agent for the Corporation as the Corporation may deem
appropriate.

        5.4. Lost, Destroyed or Stolen Certificates.


          If the registered owner of a share certificate claims that the
security has been lost, destroyed or wrongfully taken, another may be issued in
lieu thereof in such manner and upon such terms as the Board of Directors may
authorize and shall be issued in place of the original security, in accordance
with 13 Pa. C.S. (S) 8405(2), if the owner: (a) so requests before the
Corporation has notice that the security has been acquired by a bona fide
purchaser; (b) files with the Corporation an indemnity bond in such amount as
the Corporation may determine; and (c) satisfies any other reasonable
requirements imposed by the Corporation.

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                          6. MANNER OF GIVING NOTICE,
                   WAIVER OF NOTICE, ACTION WITHOUT MEETING,
                      MEETINGS BY CONFERENCE TELEPHONE AND
                           MODIFICATION OF PROPOSALS

      6.1.   Manner of Giving Notice.

         Whenever written notice is required to be given to any person under
the provisions of the BCL 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 or electronic mail transmission, in the
case of a shareholder, to the shareholder's address (or to the shareholder's
telex, TWX, facsimile number or electronic mail address) appearing on the books
of the Corporation or, in the case of a director, to the address supplied by
the director to the Corporation for the purpose of notice.  Notice sent by mail
by telegraph or by courier service shall be deemed to have been given when
deposited in the United States mail or with a telegraph office or courier
service for delivery except that, in the case of directors, notice sent by
regular mail shall be deemed to have been given forty-eight (48) hours after
being deposited in the United States mail or, in the case of telex, TWX,
facsimile or electronic mail, when dispatched.


      6.2.   Waiver of Notice.

          Whenever any written notice is required to be given by statute or 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 such meeting.  Attendance of a person, either in person or by
proxy, at any meeting shall constitute a waiver of notice of the meeting, except
where the person attends the 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.


      6.3.   Board Action by Unanimous Written Consent.

          Any action required or permitted to be taken at a meeting of the
directors or of any committee of directors may be taken without a meeting if,
prior or subsequent to the action, a consent or consents thereto in writing
setting forth the action so taken is signed by all of the directors in office,
or by all of the members of such committee in office, as the case may be, and is
filed with the Secretary of the Corporation.

      6.4.   Meetings by Means of Conference Telephone.

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          One or more persons may participate in a meeting of the directors, or
of any committee of directors, but not a meeting of the shareholders, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.  Such
participation shall constitute presence in person at the meeting.

      6.5.   Modification of Proposals.


          Whenever the language of a proposed resolution is included in a
written notice of a meeting required to be given by statute or by the Articles
or 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.


                        7.   CERTAIN SHAREHOLDER RIGHTS

      7.1.   Inspection of Corporate Records.


          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
incorporations, shareholders and directors and to make copies or extracts
therefrom.  A proper purpose shall mean a purpose reasonably related to the
interest of the person as a shareholder.  In every instance where an attorney or
other agent is the person who seeks the right of inspection, the demand shall be
accompanied by a verified power of attorney or other writing that authorizes the
attorney or other agent to so act on behalf of the shareholder.  The demand
shall be directed to the Corporation at its registered office in Pennsylvania or
at its place of business wherever situated.

                            8.  GENERAL PROVISIONS

      8.1.   State of Incorporation.


          The Corporation is incorporated under the laws of the Commonwealth of
Pennsylvania.

      8.2.   Registered Office.


          The location and post office address of the registered office of the
Corporation in the Commonwealth of Pennsylvania shall be at 1004 McKee Road,
Oakdale, Pennsylvania  15071 until otherwise established by an amendment of the
Articles or by the Board of Directors and a record of such change is filed with
the Pennsylvania Department of State in the manner provided by law.

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      8.3.  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.

      8.4.  Corporate Seal.


          The Corporation may adopt a seal in such form as the Board of
Directors shall from time to time determine.

      8.5.  Fiscal Year.


          The fiscal year of the Corporation shall be as designated by the Board
of Directors from time to time.

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