Bylaws

                                       of

                              DERMA SCIENCES, INC.

                                    Article 1

                                  Shareholders

Section 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,  for the  purpose  of
electing  directors  and for the  transaction  of any  other  business  that may
properly come before the meeting.  If the day fixed for the annual  meeting is a
legal holiday in the state where the meeting is to be held, the meeting shall be
held on the next succeeding day.

Section 1.2       Special Meetings

     Special  meetings of the  shareholders  may be called at any time by either
the board of directors,  the  chairperson of the board,  the president or by the
holders of not less than 20% of all the shares  entitled to vote at the meeting.
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.

Section 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 outside the  Commonwealth of
Pennsylvania, as may be designated by the board of directors.

Section 1.4       Notice

     Except as provided in Section 1.6 of these bylaws,  written notice of every
meeting  of the  shareholders  shall be given by, or at the  direction  of,  the
secretary or other authorized  person 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,  at least ten (10) days
prior to the day named  for the  meeting,  unless a greater  period of notice is
required by statute in the particular  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 that case, the
notice shall include,  or be accompanied by, a copy of the proposed amendment or
a summary of the changes to be made by the amendment.

Section 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 the matter. The shareholders present at a duly organized meeting can continue
to do business  until  adjournment  even though the  withdrawal of  shareholders
leaves 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  in these  bylaws,  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  totaling at least
fifteen (15) days because of absence of a quorum, although less than a quorum as
fixed in these bylaws, shall nevertheless constitute a quorum for the purpose of
acting on 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 constitute a quorum for the purpose of acting upon that matter.
<PAGE>

Section 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 the  Pennsylvania  Business  Corporation  Law of 1988,  as it may be
amended, 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  might have been transacted at
the meeting as originally planned by the notice.

Section 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  on the  matter,  and if any
shareholders  are entitled to vote on the matter as a class,  upon receiving the
affirmative vote of a majority of the votes cast by the shareholders entitled to
vote as a class on the matter, except where a different vote is required by law,
the articles of incorporation or these bylaws.

Section 1.8       Voting Rights of Shareholders

     Unless  otherwise   provided  in  the  articles  of  incorporation,   every
shareholder  shall be  entitled  to one vote for every  share of  capital  stock
outstanding in the shareholder's  name on the books of the Corporation except as
expressly provided to the contrary in the articles of incorporation.

Section 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 that  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, 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 or similar  transmission from a shareholder or  attorney-in-fact,  or a
photographic,  facsimile or similar  reproduction of a written document executed
by a shareholder or attorney-in-fact shall be treated as properly executed if it
contains a confidential and unique identification number or other mark furnished
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 in the proxy. 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.  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 by
the proxy, 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.

Section 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. 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  to  examine  the  list  at the  meeting  by any
shareholder  entitled to vote. 
<PAGE>

Section 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 case of an
adjourned meeting,  shall be not more than ninety (90) days prior to the date of
the meeting of  shareholders.  In this case, only  shareholders of record on the
date  fixed  shall  be  entitled  to  notice  of,  or to vote at,  the  meeting,
notwithstanding any transfer of shares on the books of the Corporation after the
record date 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  of it unless  the  board  fixes a new  record  date for the
adjourned meeting.

Section 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 this  procedure,  the  persons
specified in the certification  shall be considered,  for the purposes stated in
the certification, to be the holders of record of the number of shares specified
in place of the shareholder making the certification.

Section 1.13      Presiding Officer

     All meetings of the shareholders shall be called to order and presided over
by the  chairperson  of the  board  or,  if  there is no  chairperson  or in the
chairperson's absence, by the president or, in the absence of the president,  by
an officer or director of the  Corporation  appointed  by the board of directors
or, if none of those  persons  are  present,  by a  chairperson  of the  meeting
elected by the shareholders.

Section 1.14      Voting by Fiduciaries and Pledges

     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.

Section 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 the
persons  is present in person or by proxy,  all of the  shares  standing  in the
names of those  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 that  person  or a  majority  of the  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 those  shares  shall be  divided  equally  among the  persons  present
without  prejudice  to the rights of the joint owners or the  beneficial  owners
among  themselves.  If, however,  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,  the
instrument  by which  the  trust  or  estate  was  created,  the  order of court
appointing them, or an order of court directing the voting of those shares,  the
persons  specified as having such voting power in the latest document filed, and
only those persons, shall be entitled to vote the shares, but only in accordance
with the filed document.

Section 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  officer or agent,  unless  some other  person is
appointed  its general or special  proxy by resolution of its board of directors
or under a provision of its articles of incorporation  or bylaws.  In the latter
case, a copy of the  resolution  or article or bylaw  provision  certified to be
correct by one of the shareholder  corporation's officers must be filed with the
secretary of this Corporation,  and the person so appointed shall be entitled to
vote the shares. Shares of the Corporation owned, directly or indirectly, by the
Corporation and controlled, directly or indirectly, by the board of directors of
the  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.
<PAGE>

Section 1.17      Election of Directors

     Only  candidates  for director who have been duly  nominated in  accordance
with Section 2.5 of these bylaws shall be eligible for election.  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.

Section 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 the meeting
or any adjournment of it. If judges of election are not appointed, the presiding
officer of the  meeting  may,  and on the request of any  shareholder  or of any
shareholder's  proxy,  shall make an 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.  The judge or judges of
election shall determine the number of shares  outstanding,  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 any acts that 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 considered
in all respects to be 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 in that document.

<PAGE>

                                    Article 2

                               Board of Directors

Section 2.1       General

     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.

Section 2.2       Number, Qualifications and Term of Office

     The board of directors of the  Corporation  shall consist of at least three
(3) and not more than  fifteen (15)  directors,  the exact number to be set from
time to time by  resolution of the board of directors of the  Corporation.  Each
director  shall be a natural  person of full age but need not be a  resident  of
Pennsylvania  or a shareholder  of the  Corporation.  Each  director  shall hold
office  until the  expiration  of the term for which he or she was  elected  and
until that  director's  successor  has been elected and  qualified or until that
director's earlier death,  resignation or removal.  No  reclassification  of the
board of directors or decrease in its size or the size of any class of the board
shall have the effect of shortening the term of any incumbent director.

Section 2.3       Election and Classification

     The board of directors of the  Corporation  shall be classified and elected
by the shareholders in accordance with the articles of incorporation.

Section 2.4       Vacancies

     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 class of directors in which the vacancies occur though
less than a quorum,  or by a sole  remaining  director of said  class,  and each
person so elected  shall hold  office  until the next  election of the class for
which the  director  has been  chosen  and until his or her  successor  has been
elected and qualified or until his or her earlier death, resignation or removal.
When one or more directors resign from the board effective at a future date, the
directors then in office, including those who have resigned, shall have power by
the applicable  vote to fill the vacancies.  The vote will then take effect when
the resignations become effective.

Section 2.5       Nominations

     Nominations for election to the board of directors may be made by directors
or by any shareholder of the Corporation  entitled to notice of, and to vote for
directors of the class  sought to be  nominated,  at any meeting  called for the
election  of  directors.  Nominations,  other than those made by or on behalf of
directors of the Corporation,  shall be made in writing and shall be received by
the  chairperson  of the  board of the  Corporation  not  later  than (i) for an
election of directors  to be held at an annual  meeting of  shareholders,  sixty
(60) days prior to the  anniversary  date of the  immediately  preceding  annual
meeting,  and (ii) for an election of directors to be held at a special  meeting
of shareholders, the close of business on the fifteenth (15th) day following the
date on which  notice of the  meeting is first given to  shareholders  or public
disclosure of the meeting is made. Such notification shall contain the following
information to the extent known to the notifying  shareholder:  (a) the name and
residence address of each proposed nominee and of the notifying shareholder; (b)
the principal occupation of each proposed nominee; (c) a representation that the
notifying  shareholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice;  (d) the total number of
shares of the Corporation that will be voted for each proposed nominee;  (e) the
total number of shares of the  Corporation  owned by the notifying  shareholder;
(f) a description of all  arrangements or  understandings  between the notifying
shareholder and each nominee and any other person or persons (naming that person
or persons)  pursuant to which the nomination or  nominations  are to be made by
the notifying  shareholder;  (g) any other  information  regarding  each nominee
proposed  by the  shareholder  that would be  required to be included in a proxy
statement filed with the Securities and Exchange Commission; and (h) the consent
of each  nominee to serve as a director of the  Corporation  if elected.  If the
information  submitted to the Corporation  within the time  prescribed  above is
determined by the chairperson of the board of the Corporation to be deficient in
any manner, the chairperson shall advise the notifying shareholder in writing of
the  deficiencies  not later than the close of  business  on the fifth (5th) day
following the date that the  Corporation  first  received  written notice of the
nomination made by the notifying  shareholder.  The notifying  shareholder  must
then cure such deficiencies by sending a revised notification to the chairperson
of the board of the  Corporation,  giving the required  information that must be
received  by the  chairperson  of the board in writing  not later than the fifth
(5th) day following the date that the notifying shareholder received notice from
the  Corporation  of  the  deficiencies  in  his  or  her  written   nomination.
Notwithstanding  the above,  these nominating  procedures shall not apply to any
special meeting of the  shareholders of the Corporation  called for the election
of  directors in which  notice of the meeting was not given to  shareholders  at
least twenty (20) days prior to the day named for the meeting.
<PAGE>

Section 2.6       Removal for Cause

     (a) Removal by action of shareholders. The entire board of directors, or an
entire  class of  directors  where the board is  classified  with respect to the
power to elect directors,  or any individual director may be removed from office
only for cause (as defined in these bylaws) by the vote of  shareholders,  or of
the holders of a class or series of shares entitled to elect  directors,  or the
class of directors.

     For purposes of this Section  "cause" shall mean any one of the  following:
(i) a director is judicially  declared to be of unsound mind; (ii) a director is
convicted of an offense  punishable by imprisonment  for a term of more than one
year; (iii) a director breaches or fails to perform the statutory duties of that
director's office and the breach or failure  constitutes  self-dealing,  willful
misconduct or recklessness;  or (iv) within (60) days after notice of his or her
election,  a  director  does not  accept  the  office  either in  writing  or by
attending  a  meeting  of the  board  of  directors  and  fulfilling  any  other
requirements of qualification that these bylaws or the articles of incorporation
may provide.

     Notwithstanding  the above,  the entire  board of  directors,  or an entire
class of  directors,  may be removed  at any time with or  without  cause by the
unanimous vote or consent of  shareholders  entitled to elect the directors,  or
class of directors.
 
     (b)  Amendment  or  repeal.  The  repeal of the  provisions  of the  bylaws
prohibiting or the addition of a provision to the bylaws  permitting the removal
by the shareholders of directors  without assigning any cause shall not apply to
any  incumbent  director  during the balance of the term for which that director
was elected.

     (c) Removal by action of the directors.  The board of directors may declare
vacant  the  office of a  director  if that  director:  (i) has been  judicially
declared of unsound mind;  (ii) has been  convicted of an offense  punishable by
imprisonment  for a term of more than one year;  or (iii) if within  sixty  (60)
days  after  notice of his or her  election,  the  director  does not accept the
office either in writing or by attending a meeting of the board of directors and
fulfilling  any other  requirements  of  qualification  that these bylaws or the
articles of incorporation may provide.

     (d)  Other  removal.  The  provisions  of this  Section  shall not void any
statutory provision authorizing the removal of any director or directors.

     (e)  Resignation.  Any  director  may  resign  at any time  from his or her
position  as  a  director  of  the  Corporation   upon  written  notice  to  the
Corporation.  The  resignation  shall  be  effective  upon  its  receipt  by the
Corporation  or at a  later  time  that  may  be  specified  in  the  notice  of
resignation.
<PAGE>


Section 2.7       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
practicable  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 by resolution the time and place,  within or outside the
Commonwealth of Pennsylvania, of other regular meetings.

Section 2.8       Special Meetings

     Special  meetings  of the board may be  called  by the  chairperson  of the
board,  the  president  or one third of the  directors.  The  person or  persons
calling the special  meeting may fix the day, hour and place,  within or outside
the Commonwealth of Pennsylvania,  of the meeting, provided that the place shall
be within 150 miles of Wilkes  Barre,  Pennsylvania  unless all of the directors
agree that the meeting may be held outside of that radius.

Section 2.9       Notice of Meetings

     No  further  notice  of any  annual  or  regular  meeting  of the  board of
directors need be given other than  transmitting  to the directors a copy of the
resolution  fixing the times and places of them.  Written notice, or oral notice
with written confirmation no later than the date of the meeting, of each special
meeting of the board of  directors,  specifying  the place,  day and hour of the
meeting,  shall be given to each  director at least 48 hours before the time set
for 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 need be specified in the notice of the meeting.

Section 2.10      Quorum of and Action by Directors

     A majority of the  directors  in office  shall  constitute a quorum for the
transaction  of business,  and the acts of a majority of  directors  present and
voting at a meeting at which a quorum is present  shall be the acts of the board
of directors  except where a different  vote is required by law, the articles of
incorporation or these bylaws. Every director shall be entitled to one vote.

Section 2.11      Interested Directors or Officers and 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 the Corporation's 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 common or
interested  director or officer is present at or  participates in the meeting of
the board that  authorizes  the contract or  transaction,  or solely because the
common or interested  director's or officer's  vote is 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 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 on the matter,  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.  Common or interested directors may be counted
in  determining  the presence of a quorum at a meeting of the board of directors
that authorizes such a contract or transaction specified in this Section.
<PAGE>

Section 2.12      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
its  committee,  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 or both.  No
such payment  shall  prevent 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.

Section 2.13      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 the  director  files his or her
written  dissent to the action  with the  secretary  of the  meeting  before its
adjournment  or  transmits  the  dissent  in  writing  to the  secretary  of the
Corporation  immediately  after the  adjournment  of the meeting.  This right to
dissent shall not apply to a director who voted in favor of the action.  Nothing
in this section  shall bar a director from  asserting  that minutes of a meeting
incorrectly  omitted that director's dissent if, promptly upon receipt of a copy
of the minutes, the director notified the secretary, in writing, of the asserted
omission or inaccuracy.

Section 2.14      Presiding Officer

     All  meetings  of the  board of  directors  shall be  called  to order  and
presided  over by the  chairperson  of the board of directors or, if there is no
chairperson or in the chairperson's absence, by the president or, in the absence
of the chairperson and president, by a chairperson of the meeting elected by the
board of directors.
<PAGE>


                                    Article 3

                             Committees of the Board

Section 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,
compensation,   and  stock  option  committees,   if  any,  in  the  absence  or
disqualification  of any member or  alternate  member or members of a committee,
the member or members 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 under the Pennsylvania  Business Corporation Law of 1988, as it may
be amended, (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.

Section 3.2       Committee Rules

     Unless  the board of  directors  provides  otherwise  by  resolution,  each
committee  shall  conduct its business and take action in the same manner as the
board  conducts  its  business  under  the  articles  of  incorporation  of  the
Corporation and these bylaws. In the absence of a resolution of the board to the
contrary,  a majority of the entire  authorized number of members of a committee
shall be necessary to constitute a quorum for the  transaction of business.  The
acts of a majority of the members present and voting at a meeting if a quorum is
then present  shall be the acts of the  committee,  and in other  respects  each
committee  shall  conduct its business and take action in the same manner as the
board  conducts  its  business  under  the  articles  of  incorporation  of  the
Corporation and these bylaws.


<PAGE>

                                    Article 4

                                    Officers

Section 4.1       Officers and Qualifications

     The  Corporation  shall have a  chairperson  of the board of  directors,  a
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 any other officers
and assistant officers that the board deems necessary or advisable. All officers
must be natural  persons of full age. Any two or more offices may be held by the
same person. It shall not be necessary for officers to be directors or employees
of the Corporation  except that the chairperson of the board must be a director.
Officers of the Corporation,  as between  themselves and the Corporation,  shall
have the authority and perform such duties in the management of the  Corporation
as is provided by or according to these bylaws or in the absence of  controlling
provisions in these bylaws as is determined  by or according to  resolutions  or
orders of the board of directors.

Section 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 for one (1) year
and until his or her  successor has been duly elected and qualified or until the
officer's  earlier  death,  resignation  or  removal.  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.

Section 4.3       Removal, Resignation and Bond

     (a) Removal.  Any officer or agent of the Corporation may be removed by the
board of  directors  with or without  cause,  but the  removal  shall be without
prejudice to the contract  rights,  if any, of the person  removed.  Election or
appointment of an officer or agent shall not of itself create  contract  rights.
Officers  or agents  appointed  or  elected  other than by the board may also be
removed with or without cause by the persons or officers  entitled to appoint or
elect them.

     (b) Resignation.  Any officer may resign at any time upon written notice to
the  Corporation.  The  resignation  shall be effective  upon its receipt by the
Corporation  or at a  later  time  that  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.


<PAGE>

Section 4.4       Chairperson of the Board

     The  chairperson  of the board of directors,  if any,  shall preside at all
meetings of the shareholders and of the directors at which he or she is present,
and shall have such  authority and perform such duties as the board of directors
may from time to time designate.

Section 4.5       Office of the Chief Executive

     The chairperson of the board and the president shall  constitute the office
of the chief executive of the  Corporation.  Subject to the control of the board
of  directors,  the office of the chief  executive  shall:  (a) have general and
active management of all the business,  property and affairs of the Corporation;
(b) see that all  orders  and  resolutions  of the  board of  directors  and its
committees are carried into effect; (c) 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; (e) perform all duties incident to
the exercise of executive  authority by, or on behalf of, the  Corporation;  and
(f) perform any other duties that may be assigned by the board of directors. The
exercise of executive  authority by the office at the chief  executive  shall be
effected  in such  manner  as the  board of  directors  may,  from time to time,
designate,  or, in absence of such designation,  as the chairperson of the board
shall determine.

Section 4.6       President
 
     The  president  shall,  in the  absence  of the  chairperson  of the board,
preside at all  meetings of the  shareholders  and of the board of  directors at
which he or she is  present,  and shall have such  authority  and  perform  such
duties as the board of directors may from time to time designate.

Section 4.7       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 the office of the chief executive.

Section 4.8       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 the shareholder; (d) see that all
notices  are  duly  given  in   accordance   with  the  law,   the  articles  of
incorporation, and these bylaws; and (e) in general perform all the usual duties
incident to the office of secretary and other duties that may be assigned to him
or her by the board of  directors  or the  office of the chief  executive  . 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.

Section 4.9       Assistant Secretary

     The assistant secretary,  or assistant  secretaries if more than one, shall
perform the duties of the  secretary  in his or her  absence  and shall  perform
other duties that the board of directors,  the office of the chief  executive or
the secretary may from time to time designate.
<PAGE>

Section 4.10      Treasurer

     The treasurer  shall have general  supervision of the fiscal affairs of the
Corporation. The treasurer shall, with the assistance of the office of the chief
executive  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 whatever  manner the board may
direct,  unless that 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 depositories the board of directors shall designate, all monies
and other  valuable  effects of the  Corporation  not  otherwise  employed;  (d)
prepare any  financial  reports that 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 other  duties  that may be assigned to him or her by the board of
directors or the office of the chief  executive.  The treasurer shall also be ex
officio an assistant secretary of the Corporation.

Section 4.11      Controller

     The controller,  if any, shall (a) have general charge of the accounting of
the Corporation, and (b) in general perform all the usual duties incident to the
office of controller  and other duties that may be assigned to him or her by the
board of directors, the office of the chief executive or the treasurer.

Section 4.12      Other Management Officers

     The  office of the chief  executive  may,  subject to  ratification  by the
board, elect and appoint any other management  officers that it deems advisable,
who shall have the authority and perform such duties as may from time to time be
prescribed by the board or assigned by the office of the chief executive.

Section 4.13      Salaries

     Unless  otherwise  provided  by the  board,  the  salaries  of  each of the
officers  elected by the board  shall be fixed from time to time by the board of
directors  and the salaries of all other  officers of the  Corporation  shall be
fixed from time to time by the office of the chief  executive or another  person
as may be designated  from time to time by the office of the chief  executive or
the board.
<PAGE>

                                    Article 5

                        Share Certificates and Transfers

Section 5.1       Certificates

     Share  certificates  shall be in a form  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,
that the share certificate represents.

     If 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 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.

     Every share certificate shall be executed, by facsimile or otherwise, by or
on  behalf  of  the  Corporation,  by the  chairperson,  president  or any  vice
president, and be countersigned by the treasurer or an assistant treasurer or by
the secretary or an assistant secretary.

Section 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  stated in Section  1.12 of these  bylaws
(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
of those shares for all purposes.

Section 5.3       Registrar, Transfer Agent and 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 transfer 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.

Section 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 of the
security in a manner and upon the terms  authorized  by the board of  directors,
and shall be issued in place of the original  security,  in  accordance  with 13
Pa.C.S.  8405(2), if the owner: (a) makes the request before the Corporation has
notice that the security has been acquired by a bona fide  purchaser;  (b) files
with the  Corporation a sufficient  indemnity  bond; and (c) satisfies any other
reasonable requirements imposed by the Corporation.

<PAGE>

                                    Article 6

                Manner of Giving Notice, Waiver of Notice, Action
                     Without Meeting, Meetings by Conference
                     Telephone and Modification of Proposals

Section 6.1       Manner of Giving Notice

     Whenever  written  notice is required  to be given to any person  under the
provisions of the Business  Corporation Law, by the articles of incorporation or
these bylaws,  it may be given to the person  either  personally or by sending a
copy of it by: (1) first class or express mail,  postage  prepaid;  (2) telegram
(with messenger service specified),  telex or TWX (with answer back received) or
courier  service,   charges  prepaid;   (3)  facsimile   transmission,   to  the
shareholder's  address (or to the shareholder's telex, TWX, or facsimile number)
appearing on the books of the Corporation;  or, (4) in the case of directors, in
such other manner as may be 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,  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 48
hours after being  deposited in the United States mail or, in the case of telex,
TWX or facsimile, when dispatched.

Section 6.2       Waiver of Notice

     Whenever  any  written  notice  is  required  to be given by  statute,  the
articles of  incorporation  or these bylaws,  a waiver of the notice in writing,
signed by the person or persons entitled to the notice,  whether before or after
the time stated in it, 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. 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.


Section 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 in writing  setting  forth the
action so taken is signed by all of the  directors  in office,  or by all of the
members  of a  committee  in  office,  as the case may be, and is filed with the
secretary of the Corporation.

Section 6.4       Meetings by Means of Conference Telephone

     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.

Section 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,  the  articles  of
incorporation  or bylaws,  the meeting  considering  the  resolution may without
further  notice adopt it with any  clarifying  or other  amendments  that do not
enlarge its original purpose.

<PAGE>

                                    Article 7

                         Inspection of Corporate Records

Section 7.1       Inspection of Corporate Records

     Every  shareholder  shall, upon written verified demand stating the purpose
of the  demand,  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 the  proceedings  of the  incorporators,  shareholders  and
directors and to make copies or extracts from those documents.  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  written  document  that  authorizes  the attorney or
other agent to act on behalf of the  shareholder  for this  purpose.  The demand
shall be directed to the Corporation at its registered office in Pennsylvania or
at its principal place of business wherever situated.


<PAGE>

                                    Article 8

                       Personal Liability, Indemnification
                                  and Insurance

Section 8.1       Personal Liability of Directors

     A director of the Corporation  shall not be personally  liable for monetary
damages for any action  taken,  or any  failure to take any  action,  unless the
director has breached or failed to perform the duties of his or her office under
 1713  of  the  Pennsylvania  Business  Corporation  Law of  1988,  as it may be
amended, and such breach or failure to perform constitutes self-dealing, willful
misconduct or  recklessness;  provided,  however,  that the foregoing  provision
shall not eliminate or limit (i) the  responsibility  or liability of a director
under any criminal statute,  or (ii) the liability of a director for the payment
of taxes according to local,  state or federal law. Any repeal,  modification or
adoption of any provision inconsistent with Section 8.1 of these bylaws shall be
prospective  only, and neither the repeal or  modification of this bylaw nor the
adoption of any provision  inconsistent  with this bylaw shall adversely  affect
any  limitation  on the  personal  liability  of a director  of the  Corporation
existing  at the time of the  repeal  or  modification  or the  adoption  of the
inconsistent provision.

Section 8.2    Permissive Indemnification of Officers and Other Representatives

     (a) The Corporation shall have the power, to the full extent not prohibited
by law, to indemnify and hold harmless each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in (as a witness or
otherwise)  any  threatened,  pending or completed  action,  suit or proceeding,
whether civil,  criminal,  administrative or investigative and whether or not by
or in the right of the Corporation or otherwise (hereinafter,  a proceeding), by
reason  of the fact  that he or she,  or a person of whom he or she is the heir,
executor, or administrator, is or was an officer or other representative whether
compensated or  non-compensated  of the  Corporation or is or was serving at the
request  of  the  Corporation  as  an  officer,   director,   trustee  or  other
representative of another corporation or of a partnership,  joint venture, trust
or other  enterprise  (including  without  limitation  service  with  respect to
employee  benefit  plans),  or where the basis of the  proceeding is any alleged
action or failure to take any action by such person  while acting in an official
capacity as an officer or other  representative  of the  Corporation,  or in any
other capacity on behalf of the Corporation  while that person is or was serving
as an officer or other  representative  of the  Corporation,  against any or all
expenses,  liability and loss,  including  but not limited to  attorneys'  fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement  (whether with or without court  approval),  actually  incurred or
paid by such person in connection with the proceeding.

     (b) Notwithstanding  the foregoing,  to the extent that an officer or other
representative of the Corporation has been successful on the merits or otherwise
in defense of any  proceeding,  the  Corporation  shall  indemnify  that  person
against  expenses,  including but not limited to attorneys' fees,  actually and
reasonably incurred by that person in connection with the proceeding.

     (c) Notwithstanding  the foregoing,  except as stated in Section 8.3 below,
the  Corporation  may  indemnify  any such  person  seeking  indemnification  in
connection  with a proceeding  (or part of it)  initiated by that person only if
the  proceeding  (or part of it) was authorized by the board of directors of the
Corporation.

     (d) Expenses  incurred by an officer or other  representative  in defending
any  proceeding  may be  paid  by  the  Corporation  in  advance  of  the  final
disposition  of the  proceeding  upon  receipt from or on behalf of the party or
parties of an  undertaking  to repay such expenses if and to the extent it shall
ultimately be  determined  that they are not entitled to be  indemnified  by the
Corporation and upon receipt by the Corporation of a request for indemnification
stating in reasonable detail the expenses incurred.

     (e) Any right to  indemnification  and advancement of expenses  provided in
these bylaws or conferred  under the power granted  herein shall  continue for a
person  who  has  ceased  to  be an  officer  or  other  representative  of  the
Corporation or to serve in any of the other  capacities  described  herein,  and
shall inure to the benefit of the heirs,  executors and  administrators  of that
person.

     (f) Except in instances  where the officer or other  representative  of the
Corporation has been successful on the merits or otherwise,  the indemnification
and/or  advancement of expenses provided for in Section 8.2(a) through (e) above
shall be made by the Corporation  only as authorized in the specific case upon a
determination that the officer or other representative of the Corporation should
be indemnified  and/or  expenses  should be advanced  because he or she acted in
good faith and in a manner that he or she  reasonably  believed to be in, or not
opposed to, the best interests of the Corporation.  Such determination  shall be
made: (a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to the  proceeding;  or (b) if such quorum is not
obtainable  or if the board  directs it, by  independent  legal  counsel.  In no
event, however, shall any payment be made where indemnification is not permitted
by law.
<PAGE>

Section 8.3       Payment of Indemnification

     If a claim for  indemnification  under  Section 8.2 of these  bylaws is not
paid in full by the Corporation  within thirty (30) days after the later of: (a)
compliance with Section 8.2(f), and (b) a written claim for  indemnification has
been  received  by the  Corporation,  the  claimant  may bring suit  against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in  part  on the  merits  or  otherwise  in  establishing  his or her  right  to
indemnification  or to the  advancement  of  expenses,  the  claimant  shall  be
entitled to be paid the expenses of prosecuting the claim.

Section 8.4       Non-exclusivity of Rights

     The right to  indemnification  and the  payment  of  expenses  incurred  in
defending a proceeding  in advance of a final  disposition  conferred in Section
8.2 and the right to payment of expenses  conferred  in Section 8.3 shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement of expenses  hereunder may be entitled  under any bylaw,  agreement,
vote of shareholders,  vote of directors or otherwise, both as to actions in his
or her official  capacity and as to actions in any other  capacity while holding
that office. The Corporation shall have the express authority to enter into such
agreements or arrangements  as the board of directors deems  appropriate for the
indemnification  of and  advancement of expenses to present or future  directors
and officers as well as employees,  representatives or agents of the Corporation
in  connection  with  their  status  with or  services  to or on  behalf  of the
Corporation or any other corporation, partnership, joint venture, trust or other
enterprise, including any employee benefit plan, for which the person is serving
at the request of the Corporation.

Section 8.5       Funding

     The  Corporation  may create a fund of any nature,  which may, but need not
be, under the control of a trustee,  or otherwise secure or insure in any manner
its indemnification  obligations,  including its obligation to advance expenses,
whether arising under or pursuant to this Article or otherwise.

Section 8.6       Insurance

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director or officer or representative of the Corporation,  or is
or was serving at the request of the Corporation as a representative  of another
corporation,  partnership, joint venture, trust or other enterprise, against any
liability  asserted  against that person and incurred by that person in any such
capacity,  or  arising  out of his or her  status  as such,  whether  or not the
Corporation  has the power to indemnify that person against such liability under
the laws of this or any other state.

Section 8.7       Modification or Repeal

     Neither the modification,  amendment,  alteration or repeal of this Article
or any of its  provisions  nor the adoption of any provision  inconsistent  with
this Article or any of its provisions  shall adversely  affect the rights of any
person to  indemnification  and advancement of expenses  existing at the time of
the  modification,  amendment,  alteration  or  repeal  or the  adoption  of the
inconsistent provision.
<PAGE>


                                    Article 9

                               General Provisions

Section 9.1       Registered Office

     The  registered   office  of  the   Corporation  in  the   Commonwealth  of
Pennsylvania shall be that address as may be designated from time to time by the
board of directors.

Section 9.2       Other Offices

     The Corporation may have additional  offices and places of business in such
places,  within or outside the  Commonwealth  of  Pennsylvania,  as the board of
directors may designate or as the business of the Corporation may require.

Section 9.3       Corporate Seal

     The Corporation may have a corporate seal, which shall have inscribed on it
the name of the Corporation, the year of organization,  and the words "Corporate
Seal-Pennsylvania" or such inscription as the board of directors may determine.
The seal may be used by  causing  it or a  facsimile  of it to be  impressed  or
affixed, or in any manner reproduced.

Section 9.4       Fiscal Year

     The fiscal year of the Corporation shall end on the 31st day of December in
each year.

Section 9.5       Amendment of Bylaws

     These bylaws may be amended or repealed,  and new bylaws may be adopted, by
vote of a majority of the directors of the  Corporation  then in office,  except
where the power to repeal,  adopt or amend a bylaw on any  subject is  expressly
committed  to  the   shareholders  by  the  articles  of  incorporation  or  the
Pennsylvania Business Corporation Law of 1988, as it may be amended, and subject
always to the power of the shareholders to change any action taken by the board.
Any change in the  bylaws  shall  take  effect  when  adopted  unless  otherwise
provided in the resolution  making the change.  Any action required or permitted
to be taken with respect to these bylaws by the shareholders shall be taken only
by the affirmative vote of a majority of the outstanding shares of capital stock
of the Corporation entitled to vote on the matter, and this provision may itself
be amended, modified or repealed only by said affirmative vote of shareholders.