ELCOM TECHNOLOGIES CORP, 8-A12G, 1996-10-17

ELCOM TECHNOLOGIES CORP
8-A12G, 1996-10-17

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<PAGE>

FORM 8-A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC
20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ELCOM TECHNOLOGIES CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Pennsylvania 23-2736299
- --------------------------------------------------------------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)

78 Great Valley Parkway, Malvern, Pennsylvania 19355
- --------------------------------------------------------------------------------
(address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
to be so registered each class is to be registered

_______________________ ____________________________________

If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box [ ]

If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to registered pursuant to Section 12(g) of the Act:

Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------

Registrant's Registration Statement on Form S-1 under the Securities
Act of 1933, filed on October 17, 1996, is incorporated herein by reference,
including specifically the "Description of Securities" contained in the
Prospectus.

Item 2. Exhibits.
--------

1. Specimen stock certificate

2.1 Articles of Incorporation, as amended

2.2 Bylaws

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

(Registrant) ELCOM TECHNOLOGIES CORPORATION

Date: OCTOBER 16, 1996
-------------------------

By: /s/ Louis J. Petriello
---------------------------
Louis J. Petriello
Chief Operating Officer

<PAGE>

NUMBER [SEAL] SHARES

ELCOM TECHNOLOGIES CORPORATION
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
AUTHORIZED SHARES 20,000,000 WITHOUT PAR VALUE

This Certifies that VOID is the
-----------------------------------------------------
(SEE REVERSE FOR CERTAIN DEFINITIONS)

owner of VOID
------------------------------------------------------------- Shares of

ELCOM TECHNOLOGIES CORPORATION

full paid and non-assessable transferable only on the books of the Corporation
in person or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its, duly authorized officers and its Corporate Seal to be hereunto
affixed

this______________day of_______________A.D. 19_____

____________________________ _________________________
SECRETARY PRESIDENT

M. BURR KEIM. PHILA
<PAGE>

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHARGE WHATEVER.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM-as tenants in common UNIF GIFT MIN ACT--..............Custodian.............under
TEN ENT-as tenants by the entireties (Cust) (Minor)
JT TEN-as joint tenants with right of Uniform Gifts to Minors Act.....................
survivorship and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
For Value Received---hereby self assignment and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- -------------------------------------- ________________________________________
_______________________________________________________________________________
Shares represented by the within Certificate and do hereby irrevocably
constitute and appoint _____________________________________ Attorney to
transfer the said Shares on the books of the within named Corporation with full
power of substitution in the premises.
Dated_____________________19___

In presence of ____________________________________
_____________________________

<PAGE>

Microfilm Number_________ Filed with the Department of State on
Jan 26 1994
-----------
Entity Number 2565031 /s/Robert M. Grant
----------- ----------------------------------------
Secretary of the Commonwealth

ARTICLES OF INCORPORATION-FOR PROFIT
OF
ELCOM TECHNOLOGIES CORPORATION
------------------------------------
Name of Corporation
A TYPE OF CORPORATION INDICATED BELOW

Indicate type of domestic corporation:

X Business-stock (15 Pa.C.S. (S) 1306) ___ Management (15 Pa.C.S.
- ---
(S) 2702)

___ Business-nonstock (15 Pa.C.S. (S) 2102) ___ Professional (15 Pa.C.S.
(S) 2903)

___ Business-statutory close (15 Pa.C.S. (S) 2303) ___ Insurance (15 Pa.C.S.
(S) 3101)

___ Cooperate (15 Pa.C.S. (S) 7102)

DSCB:15-1306/2102/2303/2702/2903/3101/7102A (Rev 91)

In compliance with the requirements of the applicable provisions of 15
Pa.C.S. (relating to corporations and unincorporated associations) the
undersigned, desiring to incorporate a corporation for profit hereby, state(s)
that:

1. The name of the corporation is: ELCOM TECHNOLOGIES CORPORATION
--------------------------------------------
___________________________________________________________________________

2. The (a) address of this corporation's initial registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is:

(a) 333 Great Valley Center, 5 Great Valley Center, Malvern, PA 19345
-----------------------------------------------------------------------
Chester
-----------------------------------------------------------------------
Number and Street City State Zip County

(b) c/o: __________________________________________________________________
Name of Commercial Registered Office Provides County

For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is
located for venue and official purposes.

3. The corporation is incorporated under the provisions of the business
Corporation Act of 1938.

4. The aggregate number of shares authorized is: 1,000,000 Common (other
provision, if any, attach 8 1/2 x 11 sheet)

5. The name and address, including number and street, if any, of each
incorporator is:
Name Address

Michael L. Nix, Esquire. Werner & Schwartz 230 S. Broad St 6th Flr. Phila
------------------------ ------------------------------------------------
PA 19102
-----------

________________________ _________________________________________________

6. The specified effective date, if any, is: 9/ 3/ 93
----------------------------
month day year

1325 Walnut St. Phil. PA 19107
<PAGE>

7. Additional provisions of the articles, if any, attach an 8 1/2 x 11 sheet.

8. STATUTORY CLOSE CORPORATION ONLY: Neither the corporation nor any
shareholder shall make an offering of any of its shares of any class that
would constitute a "public offering" within the meaning of the Securities
Act of 1933 (15 U.S.C. (S) 77a et seq.).

9. COOPERATIVE CORPORATIONS ONLY: (Complete and strike out inapplicable term).
The common bond of membership among its members/shareholders is:
___________________________________________

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of
Incorporation this 2 day of September 3 , 1993.
--- ----------- - --

Michael Nix
- -------------------------------- _______________________________________
(Signature) (Signature)
<PAGE>

Microfilm Number______________ Filed with the Department of State on
AUG 15 1994
-----------

Entity Number 2565021 /s/ Robert M. Grant
----------------- --------------------------------------
Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. (S) 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:

1. The name of the corporation is: ELCOM TECHNOLOGIES CORPORATION
--------------------------------------------
________________________________________________________________________________

2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):

(a) 78 Great Valley Parkway, Malvern, Pennsylvania 19355
------------------------------------------------------------------------
Number and Street City State

Chester County
------------------------------------------------------------------------
Zip County

(b) c/o:__________________________________________________________________
Name of Commercial Registered Office Provider County

For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3. The statute by or under which it was incorporated is: Business Corporation
---------------------
Law of 1988
---------------------------------------------------------------------------

4. The date of its incorporation is:__________________________________________

5. (Check, and if appropriate complete, one of the following):

___ The amendment shall be effective upon filing these Articles of
Amendment in the Department of State.

X The amendment shall be effective on: August 1, 1994 at 12:01 A.M.
--- ---------------------- ----------
Date Hour

6. (Check one of the following):

___ The amendment was adopted by the shareholders (or members) pursuant to
15 Pa.C.S. (S) 1914(a) and (b).

X The amendment was adopted by the board of directors pursuant to 15 Pa.
---
C.S. (S) 1914(c).

7. (Check, and if appropriate complete, one of the following):

X The amendment adopted by the corporation, set forth in full, is as
---
follows:

The corporation shall be authorized to issue 20,000,000 shares of
common stock,

PA DEPT. OF STATE

AUG 15 1994

___ The amendment adopted by the corporation as set forth in full in
Exhibit A attached hereto and made a part hereof.
<PAGE>

8. (Check if the amendment restates the Articles):

___ The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
1st day of August , 1994 .
- ----- --------- --

ELCOM TECHNOLOGIES CORPORATION
------------------------------------------------
(Name of Corporation)

BY: ROBERT A. VITO
---------------------------------------------
(Signature)

TITLE: PRESIDENT
-------------------------------------------

<PAGE>

BYLAWS

ELCOM TECHNOLOGIES CORPORATION

(a Pennsylvania corporation)

ARTICLE I
_______________________

OFFICES AND FISCAL YEAR

Section 1.01. REGISTERED OFFICE. The registered office of the
Corporation in Pennsylvania shall be at 78 Great Valley Parkway, Malvern, PA
until otherwise established by an amendment of the Articles or by the Board of
Directors and until record of such change is filed with the Department of State
in the manner provided by law.

Section 1.02. OTHER OFFICE. The Corporation may also have offices at
such other places within or without Pennsylvania as the Board of Directors may
from time to time appoint or the business of the Corporation may require.

Section 1.03. FISCAL YEAR. The fiscal year of the Corporation shall
begin the 1st day of January in each year.

ARTICLE II
_______________________

NOTICE - WAIVERS - MEETINGS GENERALLY

Section 2.01. MANNER OF GIVING NOTICE.

(a) General Rule. Whenever written notice is required to be given to
any person under the provisions of the Business Corporation Law or by the
Articles or these Bylaws, it may be given to the person either personally or by
sending a copy thereof by first class or express mail, postage prepaid, or by
telegram (with messenger service specified), telex or TWX (with answer back
received) or courier service, charges prepaid, or by telecopier, to the address
(or to the telex, TWX, telecopier or telephone number) of the person appearing
on the books of the Corporation or, in the case of directors, supplied by the
directors to the Corporation for the purpose of notice. If the notice is sent
by mail, telegraph or courier service, it shall be deemed to have been given to
the person entitled thereto when deposited in the United States mail or with a
telegraph office or courier service for delivery to that person or, in the case
of telex or TWX, when dispatched or, in the case of telecopier, when received.
A notice of meeting shall specify
<PAGE>

the place, day and hour of the meeting and any other information required by any
other provision of the Business Corporation Law, the Articles or these Bylaws.

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

Section 2.02. NOTICE OF MEETINGS OF BOARD OF DIRECTORS. Notice of a
regular meeting of the Board of Directors need not be given. Notice of every
special meeting of the Board of Directors shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone,
telex, TWX or telecopier) or 48 hours (in the case of notice by telegraph,
courier service or express mail) or five days (in the case of notice by first
class mail) before the time at which the meeting is to be held. Every such
notice shall state the time and place of the meeting.

Section 2.03. NOTICE OF MEETINGS OF SHAREHOLDERS.

(a) General Rule. Written notice of every meeting of the
shareholders shall be given by, or at the direction of, the Secretary to each
shareholder of record entitled to vote at the meeting at least:

(1) ten days prior to the day named for a meeting called to
consider a fundamental transaction under 15 Pa. C.S. Chapter
19 regarding amendments of Articles of Incorporation,
mergers, consolidations, share exchanges, sale of assets,
divisions, conversions, liquidations and dissolution; or

(2) five days prior to the day named for the meeting in any
other case.

If the Secretary neglects or refuses to give notice of a meeting, the person or
persons calling the meeting may do so. In the case of a special meeting of
shareholders, the notice shall specify the general nature of the business to be
transacted.

(b) Notice of Action by Shareholders on Bylaws. In the case of a
meeting of shareholders that has as one of its purposes action on the Bylaws,
written notice shall be given to each shareholder that the purpose, or one of
the purposes, of the meeting is to consider the adoption, amendment or repeal of
the Bylaws. There shall be included in, or enclosed with, the notice a copy of
the proposed amendment or a summary of the changes to be effected thereby.

Section 2.04. WAIVER OF NOTICE.

(a) Written Waiver. Whenever any written notice is required to be
given under the provisions of the Business Corporation Law, the Articles or
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after

2
<PAGE>

the time stated therein, shall be deemed equivalent to the giving of the notice.
Except as otherwise required by this subsection, neither the business to be
transacted at, nor the purpose of, a meeting need be specified in the waiver of
notice of the meeting. In the case of a special meeting of shareholders, the
waiver of notice shall specify the general nature of the business to be
transacted.

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

Section 2.05. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE.

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

Section 2.06. EXCEPTION TO REQUIREMENT OF NOTICE.

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

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

Section 2.07. USE OF CONFERENCE TELEPHONE AND SIMILAR EQUIPMENT.
One or more persons may participate in a meeting or the Board of Directors or
the shareholders of the Corporation by means of conference telephone or similar
communications equipment by means of which all person participating in the
meeting can hear each other. Participation in a meeting pursuant to this section
shall constitute presence in person at the meeting.

3
<PAGE>

ARTICLE III
_______________________

SHAREHOLDERS

Section 3.01 PLACE OF MEETING. All meetings of the shareholders of
the Corporation shall be held at the registered office of the Corporation
unless another place is designated by the Board of Directors in the notice of a
meeting.

Section 3.02. ANNUAL MEETING. The Board of Directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and
time is fixed by the Board, the meeting for any calendar year shall be held on
the 15th day of December in such year, if not a legal holiday under the laws of
Pennsylvania, and, if a legal holiday, then on the next succeeding business
day, not a Saturday, at 10:00 o'clock A.M., and at said meeting the
shareholders then entitled to vote shall elect directors and shall transact
such other business as may properly be brought before the meeting. If the
annual meeting shall not have been called and held within six months after the
designated time, any shareholder may call the meeting at any time thereafter.

Section 3.03. SPECIAL MEETINGS.

(a) Call of Special Meetings. Special meetings of the shareholders
may be called at any time by the Board of Directors of the Corporation.

(b) Fixing of Time for Meeting. At any time, upon written request
of any person who has called a special meeting, it shall be the duty of the
Secretary to fix the time of the meeting which shall be held not more than 60
days after the receipt of the request. If the Secretary neglects or refuses to
fix a time of the meeting, the person or persons calling the meeting may do so.

Section 3.04. QUORUM AND ADJOURNMENT.

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

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

4
<PAGE>

(c) Adjournment for Lack of Quorum. If a meeting cannot be organized
because a quorum has not attended, those present may, except as provided in the
Business Corporation Law, adjourn the meeting to such time and place as they may
determine.

(d) Adjournments Generally. Any meeting at which directors are to
be elected shall be adjourned only from day to day, or for such longer periods
not exceeding 15 days each as the shareholders present and entitled to vote
shall direct, until the directors have been elected. Any other regular or
special meeting may be adjourned for such period as the shareholders present and
entitled to vote shall direct.

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

(f) Other Action in Absence of Quorum. Those shareholders entitled
to vote who attend a meeting of shareholders that has been previously adjourned
for one or more periods aggregating at least 15 days because of an absence of a
quorum, although less than a quorum as fixed in this section, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set forth in the
notice of the meeting if the notice states that those shareholders who attend
the adjourned meeting shall nevertheless constitute a quorum for the purpose of
acting upon the matter.

Section 3.05. ACTION BY SHAREHOLDERS.

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

(b) Interested Shareholders. Any merger or other transaction
authorized under 15 Pa. C.S. Subchapter 19C between the Corporation or
subsidiary thereof and a shareholder of the Corporation, or any voluntary
dissolution authorized under 15 Pa. C.S. Subchapter 19F in which a shareholder
is treated differently from other shareholders of the same class (other than any
dissenting shareholders), shall require the affirmative vote of the shareholders
entitled to cast at least a majority of the votes that all shareholders other
than the interested shareholder are entitled to cast with respect to the
transaction, without counting the vote of the interested shareholder. For the
purposes of the preceding sentence, interested shareholder shall include the
shareholder who is a party to the transaction or who is treated differently from
other shareholders, any person, or group of persons, that is acting jointly or
in concert with the interested shareholder and any person who, directly or
indirectly, controls, is controlled by or is under common control with the
interested shareholder. An interested shareholder shall not include any person
who, in good faith and not for the purpose of circumventing this subsection, is
an agent, bank, broker, nominee or trustee for one or more other persons, to the
extent that the other person or persons are not interested shareholders.

5
<PAGE>

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

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

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

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

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

Section 3.06. ORGANIZATION. At every meeting of the shareholders,
the Chairman of the Board, if there be one, or, in the case of vacancy in office
or absence of the Chairman of the Board, one of the following officers present
in the order stated: the Vice Chairman of the Board, if there be one, the
President, the Vice Presidents in their order of rank and seniority, or a person
chosen by vote of the shareholders present, shall act as chairman of the
meeting. The Secretary or, in the absence of the Secretary, an assistant
secretary, or in the absence of both the Secretary and the assistant
secretaries, a person appointed by the chairman of the meeting, shall act as
secretary.

Section 3.07. VOTING RIGHTS OF SHAREHOLDERS. Unless otherwise
provided in the Articles, every shareholder of the Corporation shall be entitled
to one vote for every share standing in the name of the shareholder on the books
of the Corporation.

Section 3.08. VOTING AND OTHER ACTION BY PROXY.

(a) General Rule.

6
<PAGE>

(1) Every shareholder entitled to vote at a meeting of
shareholder or to express consent or dissent to corporate
action in writing without a meeting may authorize another
person to act for the shareholder by proxy.

(2) The presence of, or vote or other action at a meeting of
shareholders or the expression of consent or dissent to
corporate action in writing, by a proxy of a shareholder
shall constitute the presence of, or vote or action by, or
written consent or dissent of the shareholder.

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

(b) Minimum Requirements. Every proxy shall be executed 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 proxy, unless coupled with
an interest, shall be revocable at will, notwithstanding any other agreement or
any provision in the proxy to the contrary, but the revocation of a proxy shall
not be effective until written notice thereof has been given to the Secretary of
the Corporation. An unrevoked proxy shall not be valid after three years from
the date of its execution unless a longer time is expressly provided therein. A
proxy shall not be revoked by the death or incapacity of the maker unless,
before the vote is counted or the authority is exercised, written notice of the
death or incapacity is given to the Secretary of the Corporation.

(c) Expenses. Unless otherwise restricted in the Articles, the
Corporation shall pay the reasonable expenses of solicitation of votes, proxies
or consents of shareholders by or on behalf of the Board of Directors or its
nominees for election to the Board, including solicitation by professional proxy
solicitors and otherwise.

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

Section 3.10. VOTING BY JOINT HOLDERS OF SHARES.

7
<PAGE>

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

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

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

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

Section 3.11. VOTING BY CORPORATIONS

(a) Voting by Corporate Shareholders. Any corporation that is a
shareholder of the Corporation may vote by any of its officers or agents, or by
proxy appointed by any officer or agent, unless some other person, by
resolution of the Board of Directors of the other corporation or provision of
its Articles or Bylaws, a copy of which resolution or provision certified to be
correct by one of its officers has been filed with the Secretary of the
Corporation, is appointed its general or special proxy in which case that
person shall be entitled to vote the shares.

(b) Controlled Shares. Shares of the Corporation owned, directly or
indirectly, by it 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.

Section 3.12. DETERMINATION OF SHAREHOLDERS OF RECORD.

(a) Fixing Record Date. The Board of Directors may fix a time prior
to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote at, the
meeting, which time, except in the case of an adjourned meeting, shall be not
more than 90 days prior to the date of the meeting of shareholders. Only
shareholders of record on the date fixed shall be so entitled notwithstanding
any transfer of

8
<PAGE>

shares on the books of the Corporation after any record date fixed as provided
in this subsection. The Board of Directors may similarly fix a record date for
the determination of shareholders of record for any other purpose. When a
determination of shareholders of record has been made as provided in this
section for purposes of a meeting, the determination shall apply to any
adjournment thereof unless the Board fixes a new record date for the adjourned
meeting.

(b) Determination When a Record Date is Not Fixed. If a record date
is not fixed:

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

(2) The record date for determining shareholders entitled to
express consent or dissent to corporate action in writing
without a meeting, when prior action by the Board of
Directors is not necessary, shall be the close of business
on the day on which the first written consent or dissent is
filed with the Secretary of the Corporation.

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

Section 3.13. VOTING LISTS.

(a) General Rule. The officer or agent having charge of the transfer
books for shares of the Corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and of the number of shares held by
each. The list shall be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof.

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

Section 3.14. JUDGES OF ELECTION.

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

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

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

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

Section 3.15 CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.

(a) Unanimous Written Consent. Any action required or permitted to
be taken at a meeting of the shareholders or of a class of shareholders may be
taken without a meeting if, prior or subsequent to the action, a consent or
consents thereto by all of the shareholders who would be entitled to vote at a
meeting for such purpose shall be filed with the Secretary of the Corporation.

(b) Partial Written Consent. Any action required or permitted to be
taken at a meeting of the shareholders or of a class of shareholders may be
taken without a meeting upon the written consent of shareholders who would have
been entitled to cast the minimum number of votes that would be necessary to
authorize the action at a meeting at which all shareholders entitled to vote
thereon were present and voting. The consents shall be filed with the
Secretary of the Corporation. The action shall not become effective until
after at least ten days' written notice of the action has been given to each
shareholder entitled to vote thereon who has not consented thereto.

Section 3.16, MINORS AS SECURITY HOLDERS. The Corporation may treat
a minor who holds shares or obligations of the Corporation as having capacity
to receive and to

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<PAGE>

empower others to receive dividends, interest, principal and other payments or
distributions, to vote or express consent or dissent and to make elections and
exercise rights relating to such shares or obligations unless, in the case of
payments or distributions on shares, the corporate officer responsible for
maintaining the list of shareholders or the transfer agent of the Corporation
or, in the case of payments or distributions on obligations, the Treasurer or
paying officer or agent has received written notice that the holder is a minor.

ARTICLE IV
-----------------------

DIRECTORS

Section 4.01. POWERS; PERSONAL LIABILITY.

(a) General Rule. Unless otherwise provided by statute all powers
vested by law in the Corporation shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors.

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

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

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

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

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

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<PAGE>

(c) Consideration of Factors. In discharging the duties of their
respective positions, the Board of Directors, committees of the Board and
individual directors may, in considering the best interests of the Corporation,
consider the effects of any action upon employees, upon suppliers and customers
of the Corporation and upon communities in which offices or other establishments
of the Corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation of subsection
(b).

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

(e) Personal Liability of Directors.

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

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

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

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

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

Section 4.02 QUALIFICATION AND SELECTION OF DIRECTORS.

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

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<PAGE>

(b) Election of Directors. Except as otherwise provided in these
Bylaws, directors of the Corporation shall be elected by the shareholders. In
elections for directors, voting need not be by ballot, except upon demand made
by a shareholder entitled to vote at the election and before the voting begins.
The candidates receiving the highest number of votes from each class or group of
classes, if any, entitled to elect directors separately up to the number of
directors to be elected by the class or group of classes shall be elected. If at
any meeting of shareholders, directors of more than one class are to be elected,
each class of directors shall be elected in a separate election.

(c) Cumulative Voting. Unless the Articles provide for straight
voting, in each election of directors every shareholder entitled to vote shall
have the right to multiply the number of votes to which the shareholder may be
entitled by the total number of directors to be elected in the same election by
the holders of the class or classes of shares of which his or her shares are a
part and the shareholders may cast the whole number of his or her votes for one
candidate or may distribute them among two or more candidates.

Section 4.03. NUMBER AND TERM OF OFFICE.

(a) Number. The Board of Directors shall consist of such number of
directors, not less than 3 nor more than 9, as may be determined from time to
time by resolution of the Board of Directors.

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

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

Section 4.04. VACANCIES.

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

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

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<PAGE>

Section 4.05. REMOVAL OF DIRECTORS.

(a) Removal by the Shareholders. The entire Board of Directors, or
any class of the Board, or any individual director may be removed from office
without assigning cause 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. In case the Board or a class of the Board or any one or more
directors are so removed, new directors may be elected at the same meeting. The
Board of Directors may be removed at any time with or without cause by the
unanimous vote or consent of shareholders entitled to vote thereon.

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

(c) Removal of Directors by Cumulative Voting. An individual
director shall not be removed (unless the entire Board or class of the Board is
removed) if sufficient votes are cast against the resolution for his removal
which, if cumulatively voted at an annual or other regular election of
directors, would be sufficient to elect one or more directors to the Board or to
the class.

Section 4.06. PLACE OF MEETINGS. Meetings of the Board of Directors
may be held at such place within or without Pennsylvania as the Board of
Directors may from time to time appoint or as may be designated in the notice of
the meeting.

Section 4.07. ORGANIZATION OF MEETINGS. At every meeting of the
Board of Directors, the Chairman of the Board, if there be one, or, in the case
of a vacancy in the office or absence of the Chairman of the Board, one of the
following officers present in the order stated: the Vice Chairman of the Board,
if there be one, the President, the Vice Presidents in their order of rank and
seniority, or a person chosen by a majority of the directors present, shall act
as a chairman of the meeting. The Secretary or, in the absence of the Secretary,
an assistant secretary, or in the absence of the Secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary.

Section 4.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such time and place as shall be designated from time
to time by resolution of the Board of Directors.

Section 4.09. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever called by the Chairman or by two or more of the
directors

Section 4.10. QUORUM OF AND ACTION BY DIRECTORS,

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<PAGE>

(a) General Rule. A majority of the directors in office of the
Corporation shall be necessary to constitute a quorum for the transaction of
business and the acts of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the acts of the Board of
Directors.

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

Section 4.11. EXECUTIVE AND OTHER COMMITTEES.

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

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

(2) The creation or filling of vacancies in the Board of
Directors.

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

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

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

(b) Alternate Committee Members. The Board may designate one or
more directors as alternate members of any committee who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member and alternate member or members of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
director to act at the meeting in the place of the absent or disqualified
member.

(d) Committee Procedures. The term "Board of Directors" or "Board"
when used in any provision of these Bylaws relating to the organization or
procedures of or the manner

15
<PAGE>

of taking action by the Board of Directors, shall be construed to include and
refer to any executive or other committee of the Board.

Section 4.12. COMPENSATION. The Board of Directors shall have the
authority to fix compensation of directors for their services as directors and a
director may be a salaried officer of the Corporation.

ARTICLE V
-----------------------

OFFICERS

Section 5.01 OFFICERS GENERALLY.

(a) Number, Qualification and Designation. The officers of the
Corporation shall be a president, a secretary, a treasurer, and such other
officers as may be elected in accordance with the provisions of Section 5.03.
Officers may but need not be directors or shareholders of the Corporation. The
President and Secretary shall be natural persons of full age. The Treasurer may
be a corporation, but if a natural person shall be of full age. The Board of
Directors may elect from among the members of the Board a Chairman of the Board
and a Vice Chairman of the Board who shall be officers of the Corporation. Any
number of officers may be held by the same person.

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

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

Section 5.02. ELECTION AND TERM OF OFFICE. The officers of the
Corporation, except those elected by delegated authority pursuant to Section
5.03, shall be elected annually by the Board of Directors, and each such officer
shall hold office for a term of one year and until a successor has been selected
and qualified or until his or her earlier death, resignation or removal.

Section 5.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The Board
of Directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the Corporation may
require, including

16
<PAGE>

one or more assistant secretaries, and one or more assistant treasurers, each of
whom shall hold office for such period, have such authority, and perform such
duties as are provided in these Bylaws or as the Board of Directors may from
time to time determine. The Board of Directors may delegate to any officer or
committee the power to elect subordinate officers and to retain or appoint
employees or other agents, or committees thereof and to prescribe the authority
and duties of such subordinate officers, committee, employees or other agents.

Section 5.04. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent of
the Corporation may be removed by the Board of Directors with or without cause,
The removal shall be without prejudice to the contract rights, if any, of any
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

Section 5.05. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the Board of Directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03, as the case may be, and
if the office is one for which these Bylaws prescribe a term, shall be filled
for the unexpired of the term.

Section 5.06. AUTHORITY. All officers of the Corporation, as between
themselves and the Corporation, shall have such authority and perform such
duties in the management of the Corporation as may be provided by or pursuant to
resolution or orders of the Board of Directors or in the absence of controlling
provisions in the resolutions or orders of the Board of Directors, as may be
determined by or pursuant to these Bylaws.

Section 5.07. THE CHAIRMAN OF THE BOARD. The Chairman of the Board if
there be one, or in the absence of the Chairman, the Vice Chairman of the Board,
shall preside at all meetings of the shareholders and of the Board of Directors
and shall perform such other duties as may from time to time be requested by the
Board of Directors.

Section 5.08. THE PRESIDENT. The President shall be the Chief
Executive Officer of the Corporation and shall have general supervision over the
business and operations of the Corporation, subject however, to the control of
the Board of Directors, The President shall sign, execute, and acknowledge, in
the name of the Corporation, deeds, mortgages, contracts or other instruments
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors, or by
these Bylaws, to some other officer or agent of the Corporation; and, in
general, shall perform all duties incident to the office of president and such
other duties as from time to time may be assigned by the Board of Directors.

Section 5.09. THE SECRETARY. The Secretary or an assistant secretary
shall attend all meetings of the shareholders and of the Board of Directors and
shall record all votes of the shareholders and of the directors and the minutes
of the meetings of the shareholders and of the Board of Directors and of
committees of the Board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the Corporation as required by law; shall be the custodian of the seal of the
Corporation and see that

17
<PAGE>

it is affixed to all documents to be executed on behalf of the Corporation under
its seal; and, in general, shall perform all duties incident to the office of
secretary, and such other duties as may from time to time be assigned by the
Board of Directors or the President.

Section 5.10. THE TREASURER. The Treasurer or an assistant treasurer
shall have or provide for the custody of the funds or other property of the
Corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the Corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the Board of Directors may from time to time
designate; shall, whenever so required by the Board of Directors, render an
account, showing all transactions as treasurer and the financial condition of
the Corporation; and, in general, shall discharge such other duties as may from
time to time be assigned by the Board of Directors or the President.

Section 5.11 SALARIES. The salaries of the officers elected by the
Board of Directors shall be fixed from time to time by the Board of Directors or
by such officer as may be designated by resolution of the Board. The salaries
or other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that the officer is also
of a director of the Corporation.

Section 5.12. DISALLOWED COMPENSATION. Any payments made to an
officer or employee of the Corporation such as a salary, commission, bonus,
interest, rent, travel or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal Revenue
Service, shall be reimbursed by such officer or employee to the Corporation to
the full extent of such disallowance. it shall be the duty of the directors, as
a board, to enforce payment of each such amount disallowed lieu of payment by
the officer or employee, subject to the determination of the directors,
proportionate amounts may be withheld from future compensation payments until
the amount owed to the Corporation has been recovered.

ARTICLE VI
-----------------------

CERTIFICATES OF STOCK, TRANSFER, ETC.

Section 6.01 SHARE CERTIFICATES. Certificates for shares of the
Corporation shall be in such form as approved by the Board of Directors, and
shall state that the Corporation is incorporated under the laws of Pennsylvania,
the name of the person to whom issued, and the number and class of shares and
the designation of the series (if any) that the certificate represents. The
register or transfer books and blank share certificates shall be kept by the
Secretary or by any transfer agent or registrar designated by the Board of
Directors for that purpose.

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<PAGE>

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

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

Section 6.04. RECORD HOLDER OF SHARES. The Corporation shall be
entitled to treat the person in whose name any share or shares of the
Corporation stand on the books of the Corporation as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share or shares on the part of any other person.

Section 6.05 LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder
of any shares of the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor, and the Board of
Directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon the
surrender of the mutilated certificate or, in case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction and, if the
Board of Directors shall determine, the deposit of a bond in such form and in
such sum, and with such surety or sureties, as it may direct.

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<PAGE>

ARTICLE VII
----------------------

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 7.01. RIGHT TO INDEMNIFICATION. The Corporation shall
indemnify any director or officer, and may indemnify any other employee or
agent, who was or is a party to, or is threatened to be made a party to, or who
is called as a witness in connection with any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding unless the
act or failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness.

Section 7.02. SCOPE OF INDEMNIFICATION. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VII
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under these Bylaws,
or any agreement, contract, vote of shareholders or disinterested directors or
pursuant to the direction, howsoever embodied, of any court of competent
jurisdiction or otherwise, both as to action in any official capacity and as to
action in another capacity while holding such office. It is the policy of the
Corporation that indemnification of, and advancement of expenses to, directors
and officers of the Corporation shall be made to the fullest extent permitted by
law. To this end, the provisions of this Article VII shall be deemed to have
been amended for the benefit of directors and officers of the Corporation
effective immediately upon any modification of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL") that expands or enlarges the
power or obligation of corporations organized under the BCL to indemnify, or
advance expenses to, directors and officers of corporations.

Section 7.03. EXPENSES; REIMBURSEMENT. The Corporation shall pay
expenses incurred by an officer or director, and may pay expenses incurred by
any other employee or agent, in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation.

Section 7.04. CONTINUATION. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VII shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

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<PAGE>

Section 7.05. FUNDING. The Corporation shall have the authority to
create a fund of any nature, which may, but need not be, under the control of a
trustee, or otherwise, to secure in any manner, its indemnification obligations,
whether arising under these Bylaws or otherwise. This authority shall include,
without limitation, the authority to: (i) deposit funds in trust or in escrow;
(ii) establish any form of self-insurance; (iii) secure its indemnity obligation
by grant of a security interest, mortgage or other lien on the assets of the
Corporation; or (iv) establish a letter of credit, guaranty or surety
arrangement for the benefit of such persons in connection with the anticipated
indemnification or advancement of expenses contemplated by this Article VII.
The provisions of this Article VII shall not be deemed to preclude the
indemnification of, or advancement of expenses to, any person who is not
specified in Section 7.01 of this Article VII but whom the Corporation has the
power or obligation to indemnify, or to advance expenses for, under the
provisions of the BCL or otherwise. The authority granted by this Section 7.05
shall be exercised by the Board of Directors of the Corporation.

Section 7.06. INDEMNIFICATION AGREEMENTS. The Corporation shall have
the authority to enter into a separate indemnification agreement with any
officer, director, employee or agent of the Corporation or any subsidiary
providing for such indemnification of such person as the Board of Directors
shall determine up to the fullest extent permitted by law.

Section 7.07. NOTICE; DEFENSE. As soon as practicable after receipt
by any person specified in Section 7.01 of this Article VII of notice of the
commencement of any action, suit or proceeding specified in Section 7.01 of this
Article VII, such person shall, if a claim with respect thereto may be made
against the Corporation under Article VII of these Bylaws, notify the
Corporation in writing of the commencement or threat thereof; however, the
omission so to notify the Corporation shall not relieve the Corporation from any
liability under Article VII of these Bylaws unless the Corporation shall have
been prejudiced thereby or from any other liability that it may have to such
person other than under Article VII of these Bylaws. With respect to any such
action as to which such person notifies the Corporation of the commencement or
threat thereof, the Corporation may participate therein at its own expense and,
except otherwise provided below, to the extent that it desires, the Corporation,
jointly with any other indemnifying party similarly notified, shall be entitled
to assume the defense thereof, with counsel selected by the Corporation to the
reasonable satisfaction of such person. After notice form the Corporation to
such person of its election to assume the defense thereof, the Corporation shall
not be liable to such person under Article VII of these Bylaws for any legal or
other expenses subsequently incurred by such person unless: (i) the employment
of counsel by such person shall have been authorized by the Corporation; (ii)
such person shall have reasonably concluded that there may be a conflict of
interest between the Corporation and such person in the conduct of the defense
of such proceeding; or (iii) the Corporation shall not in fact have employed
counsel to assume the defense of such action. The burden of proving that
indemnification is not appropriate shall be on the Corporation. The Corporation
shall not be entitled to assume the defense of any proceeding brought by or on
behalf of the Corporation or as to which such person shall have reasonably
concluded that there may be a conflict of interest. If indemnification under
Article VII of these Bylaws or advancement of expenses are not paid or made by
the Corporation, or on its behalf, within ninety (90) days after a written claim
for

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indemnification or a request for an advancement of expenses has been received by
the Corporation, such person may, at any time thereafter, bring suit against the
Corporation to recover the unpaid amount of the claim or the advancement of
expenses. The right to indemnification and advancement of expenses provided
hereunder shall be enforceable by such person in any court of competent
jurisdiction. Expenses reasonably incurred by such person in connection with
successfully establishing the right to indemnification or advancement of
expenses, in whole or in part, shall also be indemnified by the Corporation.

Section 7.08 INSURANCE. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or note the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article VII.

ARTICLE VIII
_______________________

MISCELLANEOUS

Section 8.01. CORPORATE SEAL. The Corporation seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Pennsylvania".

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

Section 8.03. CONTRACTS.

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

(b) Statutory Form of Execution of Instruments. Any note, mortgage,
evidence of indebtedness, contract or other document, or any assignment or
endorsement thereof, executed or entered into between the Corporation and any
other person, when signed by one or more officers or agents having actual or
apparent authority to sign it, or by the President or Vice President and
Secretary or assistant secretary or Treasurer or assistant treasurer of the
Corporation, shall be held to have been properly executed for and in behalf of
the Corporation, without

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prejudice to the rights of the Corporation against any
person who shall have executed the instrument in excess of his or her actual
authority.

Section 8.04. INTERESTED DIRECTORS OR OFFICERS; QUORUM.

(a) General Rule. A contract or transaction between the Corporation
and one or more of its directors or officers or between the Corporation and
another corporation, partnership, joint venture, trust or other enterprise in
which one or more of its directors or officers are directors or officers or have
a financial or other interest, shall not be void or voidable solely for that
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors that authorizes the contract or
transaction, or solely because his, her or their votes are counted for that
purpose, if:

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

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

(3) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors
or the shareholders,

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

Section 8.05. DEPOSITS. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such banks,
trust Companies or other depositories as the Board of Directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the Board of Directors shall from time to
time determine.

Section 8.06. CORPORATE RECORDS.

(a) Required Records. The Corporation shall keep complete and
accurate books and records of account, minutes of the proceedings of the
incorporated, shareholders and directors and a share register giving the names
and addresses of all shareholders and the number and class of shares held by
each. The share register shall be kept at either the registered officer of the
Corporation in Pennsylvania or at its principal place of business whenever
situated or at the office of its registrar or transfer agent. Any books, minutes
or other

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records may be in written form or any other form capable of being converted
into written form within a reasonable time.

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

Section 8.07. FINANCIAL REPORTS. Unless otherwise agreed between the
Corporation and a shareholder, the Corporation shall furnish to its shareholders
annual financial statements, including at least a balance sheet as of the end of
each fiscal year and a statement of income and expenses for the fiscal year.
The financial statements shall be prepared on the basis of Generally Accepted
Accounting Principles, if the Corporation prepares financial statements for the
fiscal year on that basis for any purpose, and may be consolidated statements of
the Corporation and one or more of its subsidiaries. The financial statements
shall be mailed by the Corporation to each of its shareholders entitled thereto
within 120 days after the close of each fiscal year and, after mailing and upon
written request, shall be mailed by the Corporation to any shareholder or
beneficial owner entitled thereto to whom a copy of the most recent annual
financial statements has not previously been mailed. Statements that are
audited or reviewed by a public accountant shall be accompanied by the report of
the accountant; in other cases, each copy shall be accompanied by a statement of
the person in charge of the financial records of the Corporation:

(1) Stating his reasonable belief as to whether or not the financial
statements were prepared in accordance with Generally Accepted Accounting
Principles and, if not, describing the basis of presentation.

(2) Discribing any material respects in which the financial
statements were not prepared on a basis consistent with those prepared for the
previous year.

Section 8.08. AMENDMENT OF BYLAWS. These Bylaws may be amended or
repealed, or new Bylaws may be adopted, either (i) by vote of the shareholders
at any duly organized annual or special meeting of shareholders, or (ii) with
respect to those matters that are not by statute committed expressly to the
shareholders and regardless of whether the shareholders have previously adopted
or approved the bylaw being amended or repealed, by vote of a majority of the
Board of Directors of the Corporation in office at any regular or special
meeting of directors. Any change in these Bylaws shall take effect when adopted
unless

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otherwise provided in the resolution effecting the change. See Section 2.03(b)
(relating to notice of action by shareholders on Bylaws).