AMENDED AND RESTATED BY-LAWS


                                      -of-


                               TELEPAD CORPORATION


                            (a Delaware corporation)



                                    ARTICLE I

                                     OFFICES

           SECTION 1. PRINCIPAL OFFICE.  The principal office of the corporation
shall be in the County of Fairfax in the State of Virginia.

           SECTION 2. OTHER OFFICES.  The  Corporation  may also have offices at
such other  places  within and  without  the State of  Delaware  as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                              STOCKHOLDER MEETINGS

           SECTION 1. ANNUAL MEETING.  The annual meeting of stockholders of the
Corporation  shall be held at such  time and  date as may be  determined  by the
Board of Directors  and as shall be designated in the notice of said meeting for
the purpose of electing a Board of  Directors  and for the  transaction  of such
other business as may properly be brought before the meeting.

           SECTION 2. SPECIAL MEETINGS.  A special meeting of stockholders,  for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
Certificate  of  Incorporation,  may be called by the  Chairman  of the Board of
Directors,  the  President,  the  Board  of  Directors  or  any  officer  of the
Corporation  instructed  by the Board of Directors  to call such a meeting,  and
shall be called by the  President at the request in writing of a majority of the
directors.  Such  request  shall state the  purpose or purposes of the  proposed
meeting.

           SECTION 3. PLACE.  Annual meetings and special meetings shall be held
at such  place,  within  or  without  the  State of  Delaware,  as the  Board of
Directors may, from time to time, fix.  Whenever the directors shall fail to fix
such place, the meeting shall be held at such place within the County of Fairfax
as may be designated in the notice of such meeting.



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           SECTION 4.  NOTICE.  Notice of all  meetings  shall be in writing and
shall  state  the  place,  date and hour of the  meeting  and,  in the case of a
special meeting,  the purpose or purposes for which the meeting is called and to
which its business will be limited.  The notice for a special meeting shall also
indicate that it is being issued by or at the direction of the person or persons
calling the meeting.  If the Board of Directors  shall amend,  repeal or adopt a
by-law  regulating an impending  election of  directors,  the notice of the next
meeting of stockholders for the election of directors shall set forth the by-law
so amended,  repealed or adopted and shall  contain a concise  statement  of the
changes  made.  A copy of the  notice  of any  meeting  shall  be  given to each
stockholder entitled thereto, personally or by mail, not fewer than ten days nor
more than fifty days before the date of the meeting,  provided,  however, that a
copy of such notice may be given by third class mail not fewer than  twenty-four
nor more than  fifteen  days  before the date of the  meeting.  If mailed,  such
notice  shall be deemed given when  deposited in a United  States post office or
letter box with postage thereon  prepaid,  directed to the stockholder at his or
her record  address or at such other address for the mailing of notices as he or
she may have furnished in writing to the Secretary. Notice of a meeting need not
be given to any  stockholder  who attends such  meeting,  in person or by proxy,
without  protesting prior to the conclusion of the meeting the lack of notice of
such meeting,  or who submits a signed waiver of notice,  in person or by proxy,
before or after the meeting.

           SECTION 5. FIXING  RECORD DATE.  For the purpose of  determining  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to or dissent from any proposal
without a meeting,  or for the purpose of determining the stockholders  entitled
to receive  payment of any dividend or the  allotment of any rights,  or for the
purpose of any other action,  the Board of Directors may fix, in advance, a date
as the record date for any such  determination of stockholders.  Such date shall
not be more than fifty nor less than ten days  before the date of such  meeting,
nor more than fifty days prior to any other  action.  If no record ate is fixed,
the record date for the  determination of stockholders  entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of the  business on
the day next  preceding  the day on which  notice is given,  or, if no notice is
given, the day on which the meeting is held, and the record date for determining
stockholders  for any other purpose shall be at the close of business on the day
on which the  resolution of the directors  relating  thereto is adopted.  When a
determination  of stockholders of record entitled to notice of or to vote at any
meeting  of  stockholders  has been made as  provided  in this  Section  5, such
determination shall apply to any adjournment thereof, unless directors fix a new
record date under this Section 5 for the adjourned meeting.

           SECTION  6.  ADJOURNED  MEETING.  No  notice  need  be  given  of any
adjourned  meeting if the time and place thereof are announced at the meeting at
which the  adjournment is taken.  At any adjourned  meeting the  Corporation may
transact any business  which might have been  transacted on the original date of
the meeting. If a new record date is fixed for the adjourned meeting,  notice of
the adjourned  meeting shall be given to each  stockholder  of record on the new
record date entitled to notice of the meeting.



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           SECTION 7. CONDUCT OF MEETINGS. Meetings of the stockholders shall be
presided  over by the  Chairman of the Board,  or if none is in office or in the
absence of the Chairman of the Board,  the  President  or, in his absence,  by a
Vice President or, if none of the foregoing is in office and present, a chairman
to be chosen by the  stockholders.  The Secretary of the  Corporation or, in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the chairman of the
meeting shall  appoint a secretary of the meeting.  The order of business at all
meetings of the stockholders shall be determined by the chairman of the meeting.

           SECTION 8.  APPOINTMENT  OF  INSPECTORS.  The Board of Directors,  in
advance of any  meeting,  may  appoint one or more  inspectors,  who need not be
stockholders,  to act at the meeting or any adjournment  thereof.  If inspectors
are not so appointed, the chairman of the meeting may, but need not, appoint one
or more  inspectors.  In case any person who may be  appointed  as an  inspector
fails to appear or act,  the  vacancy may be filled by  appointment  made at the
meeting by the chairman  thereof.  Each inspector,  if any, before entering upon
the discharge of his duties,  shall take and sign an oath  faithfully to execute
the duties of inspector at such meeting with strict  impartiality  and according
to the best of his ability.  The inspectors,  if any, 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 validity and effect of proxies,
and shall receive votes, ballots or consents,  hear and determine all challenges
and questions  arising in connection with the right to vote,  count and tabulate
all votes,  ballots or  consents,  determine  the result and do such acts as are
proper to conduct the  election or vote with  fairness to all  stockholders.  On
request of the  chairman  of the  meeting or any  stockholders  entitled to vote
thereat,  the  inspectors,  if  any,  shall  make a  report  in  writing  of any
challenge,  question or matter  determined by them and execute a certificate  of
any fact found by them.

           SECTION 9. LIST OF STOCKHOLDERS.  A list of the stockholders entitled
to  vote  at  any  meeting  of  stockholders  as of  the  record  date  for  the
determination  thereof,  certified by the Secretary or by the transfer  agent or
agents for the  Corporation,  shall be produced at such meeting upon the request
of any stockholder made at or prior to such meeting.

           SECTION 10. QUORUM. Except as otherwise provided by statute or by the
Certificate  of  Incorporation,  the  presence,  in person  or by proxy,  of the
holders of not less than one-third of the issued and  outstanding  shares of the
Corporation  entitled to vote thereat shall  constitute a quorum at a meeting of
stockholders for the transaction of any business.  When a quorum is once present
to  organize a meeting,  it is not broken by the  subsequent  withdrawal  of any
stockholders.  The  stockholders  present may  adjourn  the meeting  despite the
absence of a quorum.

           SECTION 11. PROXIES.  Every  stockholder may authorize another person
or persons  to act for him by proxy in all  matters  in which a  stockholder  is
entitled to  participate,  whether by waiving  notice of any meeting,  voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No
proxy  shall be voted or acted upon after  three years from its date unless such
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and


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only as long as,  it is  coupled  with an  interest  in the  stock  itself or an
interest in the corporation generally.

           SECTION 12.  VOTING.  Except as  otherwise  provided by statute,  the
Certificate of Incorporation or the By-laws,  each holder of record of shares of
Common Stock of the  Corporation  having voting rights shall be entitled at each
meeting of stockholders  to one vote for each share of the Corporation  standing
in his name on the  records of the  Corporation  on the date fixed as the record
date for the determination of the stockholders entitled to notice of and to vote
at such meeting.  Except as otherwise  provided by statute or by the Certificate
of  Incorporation,  any corporate action other than the election of directors to
be taken by vote of the  stockholders  shall be  authorized by a majority of the
votes cast at a meeting of  stockholders  by the holders of shares  present,  in
person or by proxy,  and  entitled to vote on such  action.  Directors  shall be
elected as provided in Section 2 of Article III and Section 14 of this  Article.
Unless  required by statute or  determined  by the chairman of the meeting to be
advisable,  no vote need be by  ballot,  but in case of a vote by  ballot,  each
ballot  shall be signed by the voting  stockholder  or his proxy and shall state
the number of shares voted.

           SECTION 13. ACTION WITHOUT A MEETING.  Whenever the  stockholders are
required  or  permitted  to take any  action by vote,  such  action may be taken
without a meeting on written consent,  setting forth the action so taken, signed
by the holders of at least that  percentage of shares which are required to take
such action and which are entitled to vote thereon.

           Prompt  notice of the taking of the  corporation  action by less than
unanimous  written  consent shall be given to those  Stockholders or members who
have not consented in writing.

           SECTION 14. NOTIFICATION OF NOMINATIONS. Nominations for the election
of directors  may be made by the Board of  Directors  or a  nominating  or proxy
committee appointed by the Board of Directors or by any stockholder  entitled to
vote in the election of directors  generally.  However, any stockholder entitled
to vote in the election of directors  generally may nominate one or more persons
for  election  as  directors  at a  meeting  only  if  written  notice  of  such
stockholder's  intent to make such  nomination  or  nominations  has been given,
either by personal  delivery or by United States mail,  postage prepaid,  to the
Secretary of the  Corporation  not later than (i) with respect to an election to
be held at an  annual  meeting  of  stockholders,  90  days in  advance  of such
meeting, and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the seventh
day  following  the date on  which  notice  of such  meeting  is first  given to
stockholders.  Each such notice shall set forth: (a) the name and address of the
stockholder  who intends to make the  nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation  entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice;  (c) a description of all arrangements or understandings  between
the  stockholder  and each nominee and any other person or persons  (naming such
person or persons)  pursuant to which the  nomination or  nominations  are to be
made by the  stockholder  or  pursuant  to  which  votes  shall be cast or other
actions  taken at any  annual or  special  meeting  of the  stockholders  of the
Corporation; (d) such other information regarding each nominee proposed by such


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stockholders  as would have been  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,  by the Board of
Directors; and (e) the written consent of each nominee to serve as a Director of
the  Corporation  if so  elected.  The  chairman  of the  meeting  may refuse to
acknowledge  the  nomination  of any  person  not  made in  compliance  with the
foregoing procedure.

                                   ARTICLE III

                                    DIRECTORS

           SECTION 1. POWERS,  QUALIFICATIONS AND NUMBER. The property,  affairs
and  business of the  Corporation  shall be managed  under the  direction of its
Board of  Directors,  which may  exercise all such  authority  and powers of the
Corporation  and do all such lawful acts and things as are not by statute or the
Certificate of Incorporation directed or required to be exercised or done by the
stockholders.  Each director  shall be at least  eighteen years of age, but need
not be a stockholder,  a citizen of the United States or a resident of the State
of Delaware.  The number of directors  constituting the Board of Directors shall
be not less than three nor more than eight.

           SECTION 2. ELECTION, TERM AND VACANCIES. The Board of Directors shall
be divided into three classes,  designated Class I, Class II and Class III. Such
classes shall be as nearly equal in number as the then total number of directors
constituting the entire Board permits.  At the September 19, 1996 annual meeting
of stockholders,  Class I, Class II and Class III directors shall be elected for
initial  terms  expiring  at the next  succeeding  annual  meeting,  the  second
succeeding  annual and the third succeeding  annual meeting,  respectively,  and
until their  respective  successors  are elected and  qualified.  At each annual
meeting of  stockholders  after  September  19, 1996,  the  directors  chosen to
succeed  those in the class  whose  terms  then  expire  shall be elected by the
stockholders  for terms  expiring at the third  succeeding  annual meeting after
their election and until their respective  successors are elected and qualified.
Newly created  directorships  or any decrease in  directorships  resulting  from
increases and decreases in the number of directors  shall be  apportioned  among
the  classes as to make all the classes as nearly  equal in number as  possible;
provided,  that when the Board  increases  the number of directors and fills the
vacancies  created  thereby such director will hold office for the term expiring
at the annual  meeting of  stockholders  for the term of the class to which they
have been  elected  expires.  Any  director  may resign at any time upon written
notice to the  corporation.  Except as  General  Corporation  Law may  otherwise
require, in the term between annual meetings of stockholders or special meetings
of stockholders  called for the election of directors  and/or the removal of one
or more directors and for the filling of any vacancy in that  connection,  newly
created  directors  and any  vacancies  in the  Board  of  Directors,  including
unfilled vacancies from the removal of directors for cause or without cause, may
be filled by the vote of a majority of the remaining  directors  then in office,
although  less than a quorum,  or by the sole  remaining  director.  Any  person
receiving a  plurality  of the votes cast at any  election  held at a meeting of
stockholders  shall  become a director  in the class for which such  person is a
nominee.  Vacancies  on the Board  shall not affect the  validity of any actions
taken by the Board.



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           SECTION 3.  RESIGNATION  AND REMOVAL.  Any director may resign at any
time by giving written notice of his resignation to the Board of Directors,  the
Chairman of the Board of  Directors,  the President or the  Secretary.  Any such
resignation  shall take effect at the time specified  therein or, if not time is
specified,  immediately upon receipt;  unless otherwise  specified therein,  the
acceptance of such resignation shall not be necessary to make it effective.  Any
or all of the  directors  may be removed only with an assignment of cause by the
vote of a majority  of the  outstanding  shares  entitled  to vote  thereon at a
special meeting therefor and, except as otherwise  provided by statute or by the
Certificate  of  Incorporation,  may  be  removed  for  cause  by the  Board  of
Directors.

           SECTION 4. EXECUTIVE COMMITTEE. Whenever there shall be three or more
directors,  the Board of Directors  may, by resolution  adopted by a majority of
the directors which the Corporation  would have if there were no vacancies,  (a)
designate  from  among  its  members  two or more  directors  to  constitute  an
Executive Committee which, to the extent conferred by the resolution designating
it and except as otherwise provided by statute,  shall have and may exercise all
the  authority  of the Board of  Directors,  and (b)  designate,  from among the
members of such  Executive  Committee,  a Chairman of the  Executive  Committee.
Whenever  the Board of Directors is not in session or whenever a quorum fails to
attend any regular or stated or special meeting of the Board of Directors,  such
committee  shall advise and aid the officers of the  Corporation  in all matters
concerning the  management of its business and affairs and generally,  except as
limited above,  perform such duties and exercise such powers as may be performed
and exercised by the Board of Directors  from time to time,  including the power
to authorize the seal of the  Corporation  to be affixed to all papers which may
require it. Unless the Board of Directors shall provide otherwise, a majority of
the members of the Executive  Committee may fix the time and place of, and shall
constitute  a quorum for the  transaction  of  business  at, any meeting of such
committee,  and the act of a majority of the  members  present at any meeting at
which a quorum is  present  shall be the act of such  committee.  The  Executive
Committee shall keep written minutes of its proceedings,  reporting such minutes
to the Board of  Directors,  and may make rules for the conduct of its  business
and appoint any subcommittees and assistants it considers  necessary.  The Board
of Directors  shall have the power at any time to fill  vacancies in, change the
membership of or dissolve such committee.

           SECTION 5. OTHER  COMMITTEES.  Whenever  there shall be three or more
directors,  the Board of Directors  may, by resolution  adopted by a majority of
the  directors,  designate  from  among its  members  two or more  directors  to
constitute committees,  other than the Executive Committee, which committees, to
the extent  conferred by the resolutions  designating such committees and except
as otherwise  provided by statute,  shall have and may exercise the authority of
the Board of Directors. Unless the Board of Directors shall provide otherwise, a
majority of the members of any such  committee may fix the time and place of its
meetings and determine its action.  The Board of Directors  shall have the power
at any time to fill  vacancies in, change the membership of or dissolve any such
committee. Nothing herein shall be deemed to prevent the Board of Directors from
appointing  committees  consisting  in whole or in part of  persons  who are not
directors of the  Corporation,  provided,  however that no such committee  shall
have or may exercise any authority of the Board of Directors.



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           SECTION 6.  COMPENSATION  OF DIRECTORS.  The Board of Directors shall
have  authority  to fix  the  compensation  of  directors  for  services  to the
Corporation in any capacity, including a fixed sum and reimbursement of expenses
for  attendance  at meetings of the Board of Directors and  committees  thereof.
Nothing  herein  contained  shall be construed  to preclude  any  director  from
serving the  Corporation,  its  subsidiaries  or  affiliates in any capacity and
receiving compensation therefor.

                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

           SECTION 1. PLACE,  TIME,  CALL AND  NOTICE.  Meetings of the Board of
Directors  shall be held at such time and at such  place,  within or without the
State of  Delaware,  as the Board of  Directors  may from time to time fix or as
shall be  specified  in the notice of any such  meeting,  except  that the first
meeting of a newly-elected Board of Directors for the election or appointment of
officers and the  transaction  of other business shall be held as soon after its
election as the directors  may  conveniently  assemble and, if possible,  at the
place at which the annual meeting of  stockholders  which elected them was held.
No call or notice shall be required for regular or stated meetings for which the
time and place have been fixed,  and no notice  shall be required  for any first
meeting  of a  newly-elected  Board  of  Directors  which  is  held  immediately
following an annual meeting of  stockholders  at the same place as such meeting.
If any day fixed for a regular or stated meeting shall be a legal holiday at the
place  where  the  meeting  is to be  held,  such  meeting  shall be held at the
scheduled  hour on the next business day not a legal holiday.  Special  meetings
may be called by or at the  direction  of the  President  or a  majority  of the
directors of the  Corporation.  Notice of the time and place of special meetings
and of any first meeting of a newly-elected Board of Directors which is not held
immediately  following an annual  meeting of  stockholders  at the same place as
such  meeting  shall be given by the  Secretary  to each  director  (a) by mail,
depositing  such notice,  in a sealed wrapper  addressed to such director,  in a
United States Postal Service post office or letter box, with first-class postage
thereon  prepaid,  at least 72 hours before the time at which such meeting is to
be held, (b) by the "express mail" service of the United States Postal  Service,
depositing such notice,  in a sealed  "express mail" envelope  addressed to such
director, in a United States Postal Service post office or "express mail" letter
box, with  "express  mail" postage  prepaid,  or by depositing  such notice in a
sealed envelope  addressed to such director for delivery with another  overnight
courier service,  in either such case at least 48 hours before the time at which
such meeting is to be held or (c) by telegraph, telecopier or cable addressed to
such director, delivery to him personally or by telephone or any other method of
communication  by which such director  shall  actually  receive such notice,  at
least 24 hours before the time at which such  meeting is to be held.  The notice
of any  meeting  need not  specify  the  purpose  thereof.  Any  requirement  of
furnishing a notice shall be waived by any director who submits a signed  waiver
of  notice  before or after the  meeting  or who  attends  the  meeting  without
protesting, prior thereto or at its commencement, the lack of notice to him.

           SECTION 2. QUORUM AND ACTION.  A majority of the directors  which the
Corporation  would have if there were no  vacancies  shall  constitute  a quorum
except that when a


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vacancy or vacancies  prevent such a majority,  a majority of the directors then
in office shall constitute a quorum,  provided such majority shall constitute at
least one-third of the directors which the Corporation  would have if there were
no vacancies. A majority of the directors present,  whether or not a quorum, may
adjourn a meeting to  another  time and  place.  Notice of any such  adjournment
shall be given to any  directors who were not present and,  unless  announced at
the meeting, to the other directors.  At any adjourned meeting at which a quorum
is present,  any business may be transacted  which might have been transacted at
the meeting  originally  scheduled.  Except as otherwise  provided  herein or by
statute,  the vote of a  majority  of the  directors  present at the time of the
vote,  a quorum  being  present at such  time,  shall be the act of the Board of
Directors.

           SECTION 3.  CONDUCT  OF  MEETINGS.  The  Chairman  of the  Board,  if
present, shall preside at all meetings.  Otherwise, the President, if a director
and  present,  or, if neither of the  foregoing is present,  any other  director
chosen  by  the  Board  of  Directors,  shall  preside.  The  Secretary  of  the
Corporation,  if a director and  present,  shall act as secretary of the meeting
and keep the minutes thereof. Otherwise, a director appointed by the chairman of
the meeting shall act as secretary and keep the minutes thereof.

           SECTION 4. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of  Directors  or any  committee  thereof  may be taken
without a meeting if all members of the Board of Directors or committee  consent
in  writing  to the  adoption  of a  resolution  authorizing  the action and the
written  consent  thereto  by the  members  of the  Board  of  Directors  or the
committee  shall be filed with the  minutes of the  proceedings  of the Board of
Directors or committee.

           SECTION 5. ACTION BY CONFERENCE  CALL. Any one or more members of the
Board  of  Directors  of  the  Corporation  or  of  any  committee  thereof  may
participate  in a meeting of the Board of Directors or of any such  committee by
means of a  conference  telephone or video or similar  communications  equipment
allowing all persons participating in the meeting to hear each other at the same
time.  Participation  by such means shall  constitute  presence in person at the
meeting.


                                    ARTICLE V

                                    OFFICERS

           SECTION 1. NUMBER, ELECTION AND VACANCIES.  The Board of Directors at
its first  meeting  after the  election of directors in each year shall elect or
appoint a Chairman of the Board, a President,  a Secretary and a Treasurer,  and
may at any  time and  from  time to time  elect  or  appoint  a Chief  Executive
Officer, a Chief Operating Officer,  one or more Vice Presidents (one or more of
which may be  designated  by the Board of  Directors as Executive or Senior Vice
Presidents),  a Controller,  one or more  Assistant Vice  Presidents,  Assistant
Secretaries,  Assistant  Treasurers  and  Assistant  Controllers  and such other
officers,  agents  and  employees  as it may  deem  desirable.  Any  two or more
officers  may be held by the same person,  except the offices of  President  and
Secretary,


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unless all the issued and outstanding shares of the Corporation are owned by one
person,  in which case such person may hold all or any  combination  of offices.
The election or  appointment  of an officer shall not itself create any contract
rights.  A vacancy in any office  may be filled  for the  unexpired  term by the
Board of Directors at any meeting.

           SECTION 2. TERM OF OFFICE,  RESIGNATION AND REMOVAL. Unless otherwise
prescribed by the Board of Directors, each officer of the Corporation shall hold
office  until the meeting of the Board of  Directors  following  the next annual
meeting of stockholders  and until his successor has been elected and qualified.
Any  officer  may  resign  at any time by  giving  written  notice of his or her
resignation to the Board of Directors,  the President or the Secretary. Any such
resignation  shall take effect at the time  specified  therein or, if no time is
specified,  immediately upon receipt;  unless otherwise  specified therein,  the
acceptance  of such  resignation  shall not be necessary  to make it  effective.
Notwithstanding  anything in the foregoing to the  contrary,  any officer may be
removed at any time by the Board of Directors with cause or without cause.

           SECTION 3. SECURITY.  The Board of Directors may require any officer,
agent or employee of the  Corporation  to post a bond or give other security for
the faithful performance of his or her duties.

           SECTION 4. CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be
a senior  executive  officer of the  Corporation.  The Chairman of the Board, if
any,  shall,  if present,  preside at all meetings of the Board of Directors and
shall have such other powers and duties as the Board of Directors  may from time
to time assign to him or her.

           SECTION  5.  PRESIDENT.  The  President  shall be a senior  executive
officer of the Corporation. Subject to the control of the Board of Directors, he
or she shall direct the business and affairs of the Corporation.  The President,
if a director  shall be an EX OFFICIO  member of all  committees of the Board of
Directors.

           SECTION  6. VICE  PRESIDENTS.  Each Vice  President  shall  have such
designation  and  seniority as the Board of  Directors  may  determine  and such
powers and duties as the Board of  Directors  or,  subject to the control of the
Board of Directors,  the Chairman of the Board or the President may from time to
time assign to him or her.

           SECTION 7. SECRETARY.  The Secretary  shall,  if present,  act as the
secretary of, and keep the minutes of, all meetings of the stockholders  and, if
a director,  of the Board of Directors,  and shall be responsible for the giving
of notice of all meetings of the stockholders and of the Board of Directors.  He
or she shall be custodian of the seal of the Corporation,  which he or she shall
affix to any instrument requiring it whose execution has been authorized, and of
the corporate  records (except  accounting  records),  and shall have such other
powers  and  duties  as  generally  pertain  to the  office  and as the Board of
Directors or, subject to the control of the Board of Directors,  Chairman of the
Board or the President may from time to time assign to him or her.



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<PAGE>



           SECTION 8.  TREASURER.  The  Treasurer  shall be the chief  financial
officer of the Corporation. Subject to the direction of the President, he or she
shall have charge of the funds,  securities,  receipts and  disbursements of the
Corporation. He or she shall be responsible for deposits in and withdrawals from
the  depositaries of the  Corporation,  shall render an account of the financial
condition  of the  Corporation  and of his  or  her  transactions  as  Treasurer
whenever  requested by the Board of Directors,  the Chairman of the Board or the
President,  and shall have such other powers and duties as generally  pertain to
the office and as the Board of Directors or, subject to the control of the Board
of  Directors,  the Chairman of the Board or the President may from time to time
assign to him or her.

           SECTION 9. OTHER OFFICERS; ABSENCE AND DISABILITY. The other officers
of the  Corporation  shall have such powers and duties as  generally  pertain to
their  respective  offices  and as the Board of  Directors  or,  subject  to the
control of the Board of Directors, the President may from time to time assign to
them. The Assistant Vice Presidents,  the Assistant  Secretaries,  the Assistant
Treasurers and the Assistant  Controllers,  if any, shall, in the order of their
respective  seniorities,  in  case  of  the  absence  or  disability  of a  Vice
President, the Secretary, the Treasurer or the Controller, respectively, perform
the duties of such officer and have such powers and other duties as the Board of
Directors  or the  President  may from  time to time  prescribe.  In case of the
absence or disability of any officer of the Corporation and of any person herein
authorized  to act in his or her place,  the Board of Directors may from time to
time  delegate the powers and duties of such officer to any other officer or any
other person whom it may select.

           SECTION 10.  COMPENSATION  OF OFFICERS.  The Board of Directors shall
have authority to fix the salary and other compensation,  if any, of any officer
of the  Corporation  or to appoint a committee for such purpose.  Nothing herein
contained  shall be construed to preclude any officer from receiving a salary or
other  compensation  by  reason of the fact  that he is also a  director  of the
Corporation.

                                   ARTICLE VI

                                 INDEMNIFICATION

           The  Corporation  shall  indemnify  any  director  or  officer of the
Corporation  against  expenses  (including  legal  fees),  judgments,  fines and
amounts  paid in  settlement,  actually and  reasonably  incurred by him, to the
fullest  extent  now  or  hereafter  permitted  by law in  connection  with  any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  brought or threatened to be brought
against  him by  reason of his  performance  as a  director  or  officer  of the
Corporation, its parent or any of its subsidiaries,  or in any other capacity on
behalf of the Corporation, its parent or any of its subsidiaries.

           The  Board  of  Directors  by  resolution  adopted  in each  specific
instance may similarly  indemnify any person other than a director or officer of
the Corporation for liabilities incurred by him


                                      -10-

<PAGE>



in  connection  with  services  rendered  by him  for or at the  request  of the
Corporation, its parent or any of its subsidiaries.

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

           Any and all  expenses  incurred in  defending  any action to which an
officer or director may be entitled to indemnification  shall be advanced by the
Corporation  providing the  indemnitee  undertakes to repay such advances to the
extent that it is ultimately determined that such person is not entitled to such
indemnification.

                                   ARTICLE VII

                        BOOKS AND RECORDS; BANK ACCOUNTS

           SECTION 1. BOOKS AND RECORDS.  The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the  proceedings
of the  stockholders,  of the Board of Directors and of any committee  which the
directors may appoint,  and shall keep at the office of the  Corporation  in the
Commonwealth  of  Pennsylvania  or at  the  office  of  its  transfer  agent  or
registrar,  if  any,  a  record  containing  the  names  and  addresses  of  all
stockholders,  the  number  and class of shares  held by each and the dates when
they respectively became the owners of record thereof.  The person in whose name
shares stand in such record  shall be deemed the owner  thereof for all purposes
as regards the Corporation.  Any of the foregoing books,  minutes or records may
be in written  form  capable  of being  converted  into  written  form  within a
reasonable time.

           SECTION 2. BANK  ACCOUNTS.  The Board of  Directors  may from time to
time authorize the opening and  maintenance of general and special bank accounts
with such banks, trust companies or other depositaries as the Board of Directors
may designate or as may be designated by any officers of the Corporation to whom
such power of  designation  may from time to time be  delegated  by the Board of
Directors.  The Board of Directors may make such special  rules and  regulations
with respect to such bank  accounts,  not  inconsistent  with the  provisions of
these ByLaws, as it may deem expedient.



                                      -11-

<PAGE>



                                  ARTICLE VIII

                                     SHARES

           SECTION  1.   CERTIFICATES   REPRESENTING   SHARES.   Shares  of  the
Corporation  shall be  represented by  certificates,  in such form as shall from
time to time be approved by the Board of Directors,  which certificates shall be
signed in the name of the Corporation by the Chairman of the Board, President or
a Vice President and by the Secretary or an Assistant Secretary or the Treasurer
or an  Assistant  Treasurer  and sealed  with the seal of the  Corporation  or a
facsimile  thereof.  The  signatures of the officers  upon a certificate  may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the  Corporation or its employee.  In case any officer
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer before such certificate shall be issued, it
may  nevertheless be issued by the  Corporation  with the same effect as if such
officer were still in office at the date of its issue.

           SECTION 2. SHARE  TRANSFERS.  Transfers of shares of the  Corporation
shall be made on the share records of the  Corporation by the registered  holder
thereof,  or by his  attorney  thereunto  authorized  by power of attorney  duly
executed  and filed with the  Secretary  of the  Corporation  or with a transfer
agent or transfer clerk appointed as provided in Section 4 of this Article, upon
surrender of the certificate or certificates  for such shares properly  endorsed
and the  payment  of all  taxes due  thereon,  together  with such  proof of the
authenticity  of the signature as the  Corporation  or its agents may reasonably
require, and upon compliance with any provisions restricting the transferability
of such  shares.  The  Board  of  Directors  may  from  time to time  make  such
additional rules and regulations as it may deem expedient, not inconsistent with
these By-Laws,  concerning the issue,  transfer and registration of certificates
for shares of the Corporation.

           SECTION 3. LOST,  STOLEN,  DESTROYED  OR MUTILATED  CERTIFICATES.  No
certificate  for  shares  of the  Corporation  shall be  issued  in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such  evidence of such loss,  destruction  or theft as the Board of Directors
may require and, in the case of lost or stolen certificates,  on delivery to the
Corporation,  if the Board of Director shall so require,  of a bond of indemnity
in such form and amount and secured by such surety as the Board of Directors may
in its discretion require.  The Board of Director shall have the right from time
to time to prescribe  such rules and  procedures as it shall deem advisable with
respect to lost, stolen, destroyed or mutilated certificates and the issuance of
new certificates in place thereof.

           SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint one or more transfer  clerks or one or more  transfer  agents and one or
more  registrars,  whose  respective  duties  shall be  defined  by the Board of
Directors.  The duties of  transfer  agent and  registrar  may be  combined.  No
certificate for shares shall be valid unless  countersigned by a transfer agent,
if the Corporation  has a transfer agent, or by a registrar,  if the Corporation
has a registrar. The signature of a transfer agent may be a facsimile.



                                      -12-

<PAGE>


                                   ARTICLE IX

                                 CORPORATE SEAL

           The  corporate  seal shall be in such form as the Board of  Directors
shall  prescribe.  The corporate seal on any corporate bond or other  obligation
for the payment of money may be a facsimile.

                                    ARTICLE X

                                   FISCAL YEAR

           The fiscal year of the  Corporation  shall be such fiscal year as the
Board of Directors may from time to time fix.


                                   ARTICLE XI

                     VOTING OF SHARES IN OTHER CORPORATIONS

           Shares in other corporations which are held by the Corporation may be
voted by the Chairman of the Board,  the  President  or a Vice  President of the
Corporation,  or by a proxy  or  proxies  appointed  by one of  them,  provided,
however,  that the Board of Directors may in its  discretion  appoint some other
person to vote such shares.

Adopted on September 19, 1996


                                      -13-