Exhibit 3.20

BYLAWS OF

Maax-KSD Corporation

ADOPTED ON
__________________________

Last Amended (If Applicable): ___________________

TABLE

CONTENTS OF

Maax-KSD Corporation

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ARTICLE I General...................................................................... 1
Section 1.1. Name............................................................... 1
Section 1.2. Office............................................................. 1
Section 1.3. Seal............................................................... 1
Section 1.4. Fiscal Year........................................................ 1

ARTICLE II Shareholders................................................................ 1
Section 2.1. Place of Meetings.................................................. 1
Section 2.2. Annual Meeting..................................................... 1
Section 2.3. Special Meetings................................................... 2
Section 34.4. Notice of Meetings................................................. 2
Section 34.5. Waiver of Notice................................................... 2
Section 2.6. Quorum............................................................. 3
Section 2.7. Adjournments of Meetings........................................... 3
Section 2.8. Notice of Adjourned Meetings....................................... 3
Section 2.9. Informal Action by the Shareholders................................ 3
Section 2.10. Telephonic Meetings................................................ 4
Section 2.11. Voting Power....................................................... 4
Section 2.12. Presiding Officer.................................................. 4
Section 2.13. Proxies ........................................................... 4
Section 2.14. Reports to Shareholders............................................ 5

ARTICLE III Directors.................................................................. 5
Section 3.1. Number and Qualification........................................... 5
Section 3.2. Election and Term of Directors..................................... 5
Section 3.3. Vacancies.......................................................... 5
Section 3.4. Alternate Directors................................................ 6
Section 3.5. Director's Duties and Obligations.................................. 6
Section 3.6. Notation of Dissent................................................ 7
Section 3.7. Compensation of Directors.......................................... 7
Section 3.8. Regular Meetings................................................... 7
Section 3.9. Special Meetings................................................... 7
Section 3.10. Notice of Meetings................................................. 7
Section 3.11. Place of Meeting of Directors...................................... 8
Section 3.12. Committees of Directors............................................ 8
Section 3.13. Informal Action by the Directors or Any Committee Thereof.......... 9

Exhibit "1"

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Section 3.14. Telephonic Meetings................................................ 9
Section 3.15. Quorum and Voting Requirements at Meetings of Directors............ 9
Section 3.16. Presiding Officer.................................................. 9
Section 3.17. Interested Director or Officer Contracts........................... 9
Section 3.18. Limitation of Personal Liability of Directors...................... 10

ARTICLE IV Officers.................................................................... 10
Section 4.1. Number and Election................................................ 10
Section 4.2. Qualifications..................................................... 10
Section 4.3. Term of Office..................................................... 11
Section 4.4. President.......................................................... 11
Section 4.5. Vice Presidents.................................................... 11
Section 4.6. Secretary and Assistant Secretary.................................. 11
Section 4.7. Treasurer and Assistant Treasurer.................................. 11
Section 4.8. Standard of Care................................................... 12

ARTICLE V Execution of Documents....................................................... 12
Section 5.1. Checks, Notes, etc................................................. 12
Section 5.2. Other Documents.................................................... 12

ARTICLE VI Share Certificates and Transfers............................................ 12
Section 6.1. Share Certificates................................................. 12
Section 6.2. Loss or Destruction of Share Certificate........................... 13
Section 6.3. Transfers of Stock; Transfer Agent................................. 13
Section 6.4. Registered Shareholders............................................ 13

ARTICLE VII Indemnification of Directors, Officers and Employees....................... 13
Section 7.1. Right to Indemnification........................................... 13
Section 7.2. Right to Advancement of Expenses................................... 14
Section 7.3. Right of Indemnitee to Initiate Action............................. 14
Section 7.4. Insurance and Funding.............................................. 15
Section 7.5. Nonexclusivity; Nature and Extent of Rights........................ 15

ARTICLE VIII Amendments................................................................ 15
Section 8.1. Amendments to By-laws.............................................. 15

BY-LAWS

Maax-KSD Corporation

ARTICLE I

General

Section 1.1. Name.

The name of the Corporation shall be Maax-KSD Corporation.

Section 1.2. Office.

The principal office of the Corporation shall be at such place or
places as the Board of Directors may from time to time determine.

Section 1.3. Seal.

The Corporation may have a seal which shall be circular in form and
shall bear such inscription as the Board of Directors from time to time may
determine.

Section 1.4. Fiscal Year.

The fiscal year of the Corporation shall be the period ending on
February 28th (or on February 29th in any leap year, or such other fiscal year
as shall be fixed by resolution of the Board of Directors.

ARTICLE II

Shareholders

Section 2.1. Place of Meetings.

Each meeting of the shareholders shall be held at the principal
office of the Corporation or at such other place, within or without the
Commonwealth of Pennsylvania, as shall be designated by resolution of the Board
of Directors.

Section 2.2. Annual Meeting.

The annual meeting of the shareholders shall be held on the third
Monday in January of each year at the registered office of the Corporation, or
at such other time and/or place as the Board of Directors shall, from time to
time, determine by resolution. At each such annual meeting, the shareholders
shall elect the Corporation's Board of Directors and shall transact such other
business as shall properly be presented at the meeting.

Appendix "A"

Section 2.3. Special Meetings.

Special meetings of the shareholders may be called at any time by
the President, any Vice President, the Board of Directors or, unless provided to
the contrary in the Corporation's Articles of Incorporation, shareholders
entitled to cast at least 20% of the votes that all shareholders are entitled to
cast at the particular 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.

Section 2.4. Notice of Meetings.

Written notice of every meeting of the shareholders shall be given
by, or at the direction of, the Secretary or other person as may be designated
from time to time by the Board of Directors, to each shareholder of record
entitled to vote at the meeting at least five days prior to the day named for
the meeting or such other prior notice as may be required to be given under
Section 1704 of the Pennsylvania Business Corporation Law of 1988 (the "BCL").
Such notice shall be given either personally or by sending a copy thereof by
first class or express mail, postage prepaid, or by telegram (with messenger
service specified), telex or TWX (with answerback received) or courier service,
charges prepaid, or by telecopier, to the shareholder's address (or to his
telex, TWX, telecopier or telephone number) appearing on the books of the
Corporation. 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 a telex or TWX, when dispatched. Such
notice shall specify the place, day and hour of the meeting and, in the case of
a special meeting of shareholders, the general nature of the business to be
transacted. If the Secretary or other person as may be designated from time to
time by the Board of Directors neglects or refuses to give notice of a meeting,
the person or persons calling the meeting may do so.

Section 2.5. Waiver of Notice.

Whenever any written notice is required to be given to shareholders
by law or pursuant to these By-laws or the Corporation's Articles of
Incorporation, a waiver thereof in writing signed by the shareholder or
shareholders entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of the notice. Except in the
case of a special meeting, 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.

Attendance of a shareholder at any meeting shall constitute a waiver
of notice of the meeting except where a shareholder 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 2.6. Quorum.

A meeting of shareholders 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.
The shareholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum. If a meeting cannot be organized because a quorum has
not attended, those present may, except as otherwise provided in this Article
II, 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 been previously adjourned for lack of a
quorum, although less than a quorum as fixed in this Section 6, shall
nevertheless constitute a quorum for the purpose of electing directors.

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 6, 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 2.7. Adjournments of Meetings.

Adjournments of any regular or special meeting of the shareholders
may be taken, but 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.

Section 2.8. Notice of Adjourned 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 of Directors fixes a new record
date for the adjourned meeting.

Section 2.9. Informal Action by the Shareholders.

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. If
fewer than all shareholders consent, the action shall not become effective until
after at least 10 days' written notice of the action has been given to each
shareholder entitled to vote thereon who has not consented thereto.

Section 2.10. Telephonic Meetings.

One or more shareholders may participate in 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. Participation in a meeting pursuant to this Section 10 shall
constitute presence in person at the meeting.

Section 2.11. Voting Power.

Every shareholder of record shall be entitled to one vote for every
share of the common stock of the Corporation standing in his name on the books
of the Corporation. The majority of the votes cast at a duly organized meeting
of shareholders by the holders of shares entitled to vote thereon shall be
required for the taking of any corporate action to be taken by a vote of the
shareholders.

Section 2.12. Presiding Officer.

All meetings of the shareholders shall be called to order and
presided over by the President, or in his absence by the Chairman of the Board
of Directors, or in his absence (of if no such Chairman has been elected by a
Vice President, or in the absence of all of them by the Treasurer, or if none of
such persons is present, by a chairman elected by the shareholders.

Section 2.13. 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 to act for him by proxy. The presence of, or vote
or other action at a meeting of shareholders, or the expression of consent or
dissent to corporate action in writing, by a proxy of a shareholder shall
constitute the presence of, or vote or action by, or written consent or dissent
of the shareholder for the purposes of these By-laws. 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.

Every proxy shall be executed in writing by the shareholder or by
his duly authorized attorney-in-fact 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.

A proxy may be made irrevocable regardless of whether the interest
with which it is coupled is an interest in the share itself or an interest in
the Corporation generally. As used in these By-laws, the term "proxy coupled
with an interest" includes:

(1) a vote pooling or similar arrangement among shareholders;

(2) any agreement among shareholders, or among or between the
Corporation and one or more shareholders, regarding the voting
of their shares; and

(3) An unrevoked proxy in favor of an existing or potential
creditor of a shareholder.

Section 2.14. Reports to Shareholders.

Unless otherwise agreed to between the Corporation and a shareholder
pursuant to Section 1554(c) of the BCL, the Corporation shall furnish to each
shareholder the annual financial statements described in Section 1554(a) of the
BCL pursuant to and in the manner provided in said Section 1554.

ARTICLE III

Directors

Section 3.1. Number and Qualification.

All powers vested in the Corporation by the BCL shall be exercised
by, or under the authority of, and the business and affairs of the Corporation
shall be managed by, or under the direction of, a Board of Directors, who need
not be residents of the Commonwealth of Pennsylvania or shareholders of the
Corporation, but must be natural persons of 18 years of age or older. The Board
of Directors shall consist of three (3) members, unless and until another number
of members is selected from time to time in accordance with these By-laws and
applicable provisions of the BCL.

Section 3.2. Election and Term of Directors.

The Board of Directors shall be elected by a vote of the
shareholders at the annual meeting of the shareholders. A director may succeed
himself without limitation as to number of terms.

Section 3.3. Vacancies.

Vacancies in the Board of Directors, including vacancies resulting
from an increase in the number of directors, shall be filled by a majority of
the remaining members of the Board though less than a quorum, or by a sole
remaining director, and each person so elected shall be a director to serve for
the balance of the unexpired term. When one or more directors resigns from the
Board effective at a future date, the directors then in office, including those
who have so resigned, shall have the power by the applicable vote to fill the
vacancies and the vote thereon will take effect when said resignations become
effective. In the event the Corporation has a classified Board of Directors, any
director chosen to fill a vacancy, including a vacancy resulting in an increase
in the number of directors, shall hold office until the next selection of the

class for which such director has been chosen, and until his successor has been
selected and qualified or until his earlier death, resignation or removal.

Section 3.4. Alternate Directors.

Shareholders entitled to elect directors may select an alternate for
each such director. In the absence of a director from a meeting of the Board,
his alternate may, without any notice, attend the meeting or execute a written
consent and exercise at the meeting or in such consent the powers of the absent
director. When so exercising the powers of the absent director, the alternate
shall be subject in all respects to the provisions contained in Section 1725 of
the BCL.

Section 3.5. Director's Duties and Obligations.

(a) Standard of Care. A director of the Corporation shall stand in
a fiduciary relation to the Corporation and shall perform his duties as a
director, including his duties as a member of any committee of the Board upon
which he may serve, in good faith, in a manner he 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 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:

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

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

(iii) A committee of the Board upon which he does not serve,
duly 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 he
has knowledge concerning the matter in question that would cause his reliance to
be unwarranted.

(b) 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 the standard
set forth in Subsection (a) above.

(c) 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.

Section 3.6. Notation of Dissent.

A director of the Corporation who is present at a meeting of the
Board of Directors or of a committee of the Board of Directors at which action
on any corporate matter is taken shall be presumed to have assented to the
action taken unless his dissent is entered in the minutes of the meeting or
unless the director files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits such dissent in
writing to the Secretary of the Corporation immediately after the adjournment of
the meeting. The right to dissent shall not be available to a director who has
voted in favor of such action.

Section 3.7. Compensation of Directors.

Directors shall not receive any stated salary for their services as
such; but each director may be paid a fixed sum, together with reimbursement for
all or some of the expenses incurred, for attendance at each regular or special
meeting of the Board of Directors, in such amounts, if any, as may be approved,
from time to time, by resolution of the Board of Directors. Nothing herein
contained shall be construed to preclude any directors from serving the
Corporation in any other capacity and receiving compensation therefor.

Section 3.8. Regular Meetings.

A meeting of the Board of Directors for the election of officers and
the transaction of such other business as may properly come before the meeting
shall be held, without notice, immediately after the annual meeting of the
shareholders, or after the last adjournment thereof. The Board of Directors
shall hold such other regular meetings at such times and places as it may
determine.

Section 3.9. Special Meetings.

The Board of Directors shall hold such special meetings as shall be
called at the direction of the President, any Vice President, the Secretary, or
a majority of the members of the Board of Directors. Each such meeting shall be
held at such time and place as shall be designated in the notice of such
meeting.

Section 3.10. Notice of Meetings.

Meetings of the Board of Directors need not be preceded with notice
of such meetings, and neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors must be specified
in any notice of the meeting. Written notice of meetings of the Board of
Directors, if any, may be given by, or at the direction of, the person or
persons calling such meeting 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 each director's address (or to his telex,
TWX, telecopier or telephone number) supplied by him 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 director 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.

Section 3.11. Place of Meeting of Directors.

Each regular and special meeting of directors shall be held at the
registered office of the Corporation or at such other place, within or without
the Commonwealth of Pennsylvania, as the Board of Directors may from time to
time designate or as may be designated in the notice of the meeting.

Section 3.12. Committees of Directors.

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 or in these By-laws, 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:

(i) The submission to shareholders of any action requiring
approval of shareholders under these By-laws.

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

(iii) The adoption, amendment or repeal of these By-laws.

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

(v) Action on matters committed by these By-laws or
resolution of the Board of Directors to another committee of the
Board.

The Board may designate one or more directors as alternate members
of any committee who may replace any absent or disqualified member at any
meeting of the committee or for the purposes of any written action by the
committee. In the absence or disqualification of a member and alternate member
or members of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another director to act at the meeting in the place of
the absent or disqualified member. Each committee of the Board shall serve at
the pleasure of the Board.

The term "Board of Directors" or "Board," when used in any provision
of these By-laws relating to the organization or procedures of or the manner of
taking action by the Board

of Directors, shall be construed to include and refer to any executive or other
committee of the Board. Any provision of these By-laws relating or referring to
action to be taken by the Board of Directors or the procedure required therefor
shall be satisfied by the taking of corresponding action by a committee of the
Board of Directors to the extent authority to take the action has been delegated
to the committee pursuant to these By-laws.

Section 3.13. Informal Action by the Directors or Any Committee Thereof.

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 3.14. Telephonic Meetings.

One or more directors may participate in a meeting of the Board of
Directors by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section 14 shall constitute presence
in person at the meeting.

Section 3.15. Quorum and Voting Requirements at Meetings of Directors.

A majority of the directors in office 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.

Section 3.16. Presiding Officer.

All meetings of the Board of Directors shall be called to order and
presided over by the Chairman, who shall be a member of and elected by the Board
of Directors or, in his absence (or if no such Chairman has been elected), a
member of the Board of Directors to be selected to preside by the members
present. The Secretary of the Corporation shall act as secretary at all meetings
of the Board of Directors, and in the absence of the Secretary, the Chairman of
the meeting may designate any person to act as secretary of the meeting.

Section 3.17. Interested Director or Officer Contracts.

A contract or transaction between the Corporation and any one or
more of its directors or officers or between the Corporation and another
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 because (a) of such reason or
interest, (b) the director or officer is present at or participates in the
meeting of the Board of Directors that authorizes the contract or transaction,
or (c) the vote of such director or officer is counted in authorizing the
contract or transaction; provided, however, that with respect to each of the
foregoing, one or more of the following three conditions are satisfied:

(i) 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

(ii) 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

(iii) 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 which authorizes a contract or
transaction as specified above.

Section 3.18. Limitation of Personal Liability of Directors.

To the fullest extent that the laws of the Commonwealth of
Pennsylvania, as in effect on the date of the adoption of this Section 18, or as
such laws are thereafter amended, permit elimination or limitation of the
liability of directors, no director of the Corporation shall be personally
liable as such for monetary damages for any action taken, or any failure to take
any action, as a director. Any amendment or repeal of this Section 18 or
adoption of any other provision of these By-laws or the Corporation's Articles
of Incorporation which has the effect of increasing director liability shall
operate prospectively only and shall not have any effect with respect to any
action taken, or failure to act, prior to the adoption of such amendment, repeal
or other provision.

ARTICLE IV

Officers

Section 4.1. Number and Election.

The Board of Directors at its annual meeting shall elect a
President, one or more Vice Presidents, a Secretary, and/or an Assistant
Secretary, a Treasurer and/or an Assistant Treasurer, and may elect a Chairman
and such other officers and assistant officers and appoint such agents as the
Board may deem appropriate.

Section 4.2. Qualifications.

The officers and assistant officers may, but need not, be directors
of the Corporation. 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 determined by or pursuant to these
By-laws and any resolutions or orders of the Board of

Directors. The President, each Vice President and the Secretary of the
Corporation shall be natural persons 18 years of age or older. The Treasurer of
the Corporation may be a corporation or a natural person 18 years of age or
older.

Section 4.3. Term of Office.

All officers of the Corporation shall be elected for annual terms
and until his successor has been selected and qualified, or until his earlier
death, resignation or removal. Any officer of the Corporation may be removed by
the Board of Directors with or without cause, and such removal shall be without
prejudice to the contract rights, if any, of any person so removed. Election or
appointment of an officer shall not of itself create contract rights.

Section 4.4. President.

The President shall serve ex-officio as Chairman of the Board of
Directors and as presiding officer at all meetings of the Board of Directors and
of the shareholders, unless some other person shall have been designated to
serve in those capacities by the Board of Directors or by the shareholders. The
President shall have the authority and duty generally to supervise and manage
the affairs of the Corporation, and shall have the authority and duty to perform
all other duties ordinarily incidental to that office, all in accordance with
and subject to the policies and decisions of the Board of Directors.

Section 4.5. Vice Presidents.

Each Vice President shall have such powers and perform such duties
as the President may from time to time delegate to him. At the request of the
President, any Vice President may, in the case of the absence or inability to
act of the President, temporarily act in his place. In the case of the death of
the President, or in the case of his absence or inability to act without having
designated a Vice President to act temporarily in his place, the Vice President
longest in service as Vice President shall perform the duties of the President
except as shall be otherwise designated by the Board of Directors. A Vice
President who is not a director shall not preside at any meeting of the Board of
Directors.

Section 4.6. Secretary and Assistant Secretary.

The Secretary shall attend the meetings of the shareholders and of
the directors and keep minutes thereof. Unless some other person is delegated to
give such notice, the Secretary shall send out notices of all meetings of
shareholders and of directors. The Assistant Secretary shall perform the
functions of the Secretary in the event of the absence or disability of the
Secretary. The Secretary and the Assistant Secretary shall perform such other
duties as may be assigned to them by the President or the Board of Directors.

Section 4.7. Treasurer and Assistant Treasurer.

The Treasurer shall have the care and custody of all the funds and
securities of the Corporation, and shall deposit the same in the name of the
Corporation in such bank or banks as the directors may elect. The Treasurer
shall perform such other duties as may be assigned to him

by the President or the Board of Directors; and he shall give such bonds, if
any, for the faithful performance of his duties, as the Board of Directors may,
from time to time, determine.

Section 4.8. Standard of Care.

Subject to any contrary provision contained in the Corporation's
Articles of Incorporation, an officer of the Corporation shall perform his
duties as an officer in good faith, in a manner he 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 duties shall not be liable
by reason of having been an officer of the Corporation.

ARTICLE V

Execution of Documents

Section 5.1. Checks, Notes, etc.

The Board of Directors shall from time to time designate the
officers or agents of the Corporation who shall have the power, in its name, to
sign and endorse checks and other instruments and to borrow money for the
Corporation, and in its name, to make notes or other evidences of indebtedness.

Section 5.2. Other Documents.

Any note, mortgage, evidence of indebtedness, contract or other
document, or any assignment or endorsement thereof, executed and 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 on behalf of the Corporation.

ARTICLE VI

Share Certificates and Transfers

Section 6.1. Share Certificates.

Shares of the Corporation's stock shall be represented by
certificates. Each of the Corporation's share certificates shall state that the
Corporation is incorporated under the laws of the Commonwealth of Pennsylvania,
the name of the person to whom it is issued, the number and class of shares and
the designation of the series, if any, that the certificate represents. In the
event the Corporation is authorized to issue shares of more than one class or
series, the Corporation's share certificates shall set forth upon their face or
back a full or summary statement of 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 the
shares of the Corporation; or, in lieu thereof, a statement that the Corporation
will furnish such information to any shareholder upon request and without
charge. Every share certificate shall be executed, by facsimile or otherwise, by
or on behalf of the Corporation in such manner as the Board of Directors may
determine.

Section 6.2. Loss or Destruction of Share Certificate.

In case of loss or destruction of a certificate of stock, no new
certificate shall be issued in lieu thereof except upon satisfactory proof to
the Board of Directors or their delegate of such loss or destruction, and upon
the giving to the Corporation of satisfactory security against loss by bond or
otherwise. Any such new certificate shall be plainly marked "Duplicate" upon its
face.

Section 6.3. Transfers of Stock; Transfer Agent.

Transfers of stock shall be made only upon the books of the
Corporation and only upon surrender of the share certificate, unless such
certificate is lost or destroyed. The Board of Directors may appoint a transfer
agent and a registrar of transfers, and may require all stock certificates to
bear the signature of such transfer agent and of such registrar of transfers.

Section 6.4. Registered Shareholders.

The Corporation shall be entitled to treat the holder of record of
any share or shares as holder in fact thereof and it shall not be bound to
recognize any equitable or other interest or claim in or to any share on the
part of any other person; and the Corporation shall not be liable for any
registration or transfer of shares which are registered or to be registered in
the name of a fiduciary or nominee, and will not be committing a breach of trust
in requesting such registration or transfer, unless with actual knowledge of
such facts as to cause the participation of the Corporation in such transfer to
constitute an act of bad faith.

ARTICLE VII

Indemnification of Directors, Officers and Employees

Section 7.1. Right to Indemnification.

Except as prohibited by law, every director and officer of the
Corporation shall be entitled as of right to be indemnified by the Corporation
against all expenses, liability and loss (including without limitation,
attorney's fees, judgments, fines, taxes, penalties and amounts paid in
settlement) paid or incurred by such person in connection with any actual or
threatened claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the Corporation or
otherwise, in which he may be involved, as a party or otherwise, by reason of
such person being or having been a director or officer of the Corporation or by
reason of the fact such person is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or other representative
of another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust, employee benefit plan or

other entity or enterprise (such claim, action, suit or proceeding hereinafter
being referred to as an "Action"); provided, that no such right of
indemnification shall exist with respect to an Action brought by an Indemnitee
(as hereinafter defined) against the Corporation except as provided in the last
sentence of this Section 1. Persons who are not directors or officers of the
Corporation may be similarly indemnified in respect of service to the
Corporation or to another such entity at the request of the Corporation to the
extent the Board of Directors at any time denominates any of such persons as
entitled to the benefits of this Article VII. As used in this Article VII,
"Indemnitee" shall include each director and officer of the Corporation and each
other person denominated by the Board of Directors as entitled to the benefits
of this Article VII. An Indemnitee shall be entitled to be indemnified pursuant
to this Section 1 for expenses incurred in connection with any Action brought by
such Indemnitee against the Corporation only if the Action is a claim for
indemnity or expenses under Section 3 of this Article VII or otherwise and
either (i) the Indemnitee is successful in whole or in part in the Action for
which expenses are claimed or (ii) the indemnification for expenses is included
in a settlement of the Action or is awarded by a court.

Section 7.2. Right to Advancement of Expenses.

Every Indemnitee shall be entitled as of right to have his expenses
in any Action (other than an Action brought by such Indemnitee against the
Corporation) paid in advance by the Corporation prior to final disposition of
such Action, subject to any obligation which may be imposed by law or by
provision of the Corporation's Articles of Incorporation, these By-laws, an
agreement or otherwise to reimburse the Corporation in certain events.

Section 7.3. Right of Indemnitee to Initiate Action.

If a written claim under Section 1 or Section 2 of this Article VII
is not paid in full by the Corporation within thirty days after such claim has
been received by the Corporation, the Indemnitee may at any time thereafter
initiate an Action against the Corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the Indemnitee shall also be
entitled to be paid the expenses of prosecuting such Action. It shall be a
defense to any Action to recover a claim under Section 1 of this Article VII
that the Indemnitee's conduct was such that under Pennsylvania law the
Corporation is prohibited from indemnifying the Indemnitee for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel and its shareholders) to have made a determination
prior to the commencement of such Action that indemnification of the Indemnitee
is proper in the circumstances, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders) that the Indemnitee's conduct was such that indemnification is
prohibited by law, shall be a defense to such Action or create a presumption
that the Indemnitee's conduct was such that indemnification is prohibited by
law. The only defense to any such Action to receive payment of expenses in
advance under Section 2 of this Article VII shall be failure to make an
undertaking to reimburse if such an undertaking is required by law or by
provision of the Corporation's Articles of Incorporation, these By-laws, an
agreement or otherwise.

Section 7.4. Insurance and Funding.

The Corporation may purchase and maintain insurance to protect
itself and any person eligible to be indemnified hereunder against any expense,
liability or loss asserted or incurred by such person in connection with any
Action, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss by law or under the provisions of
this Article VII. The Corporation may create a trust fund, grant a security
interest, cause a letter of credit to be issued or use other means (whether or
not similar to the foregoing) to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.

Section 7.5. Nonexclusivity; Nature and Extent of Rights.

The rights of indemnification and advancement of expenses provided
for in this Article VII (i) shall not be deemed exclusive of any other rights,
whether now existing or hereafter created, to which any Indemnitee may be
entitled under the Corporation's Articles of Incorporation or these By-laws, any
agreement, any vote of shareholders or directors or otherwise, (ii) shall be
deemed to create contractual rights in favor of each Indemnitee, (iii) shall
continue as to each person who has ceased to have the status pursuant to which
he was entitled or was denominated as entitled to indemnification hereunder and
shall inure to the benefit of the heirs and legal representatives of each
Indemnitee and (iv) shall be applicable to Actions commenced after the adoption
hereof, whether arising from acts or omissions occurring before or after the
adoption hereof. The rights of indemnification provided in this Article VII may
not be amended or repealed so as to limit in any way the indemnification or the
right to advancement of expenses provided for herein with respect to any acts or
omissions occurring prior to the adoption of any such amendment or repeal.

ARTICLE VIII

Amendments

Section 8.1. Amendments to By-laws.

Except with respect to those matters that are by statute reserved
exclusively to the shareholder by statute, and subject to any provision
contained in the Corporation's Articles of Incorporation, the Board of Directors
may adopt, amend or repeal these By-laws by a vote of a majority of all votes
cast on the adoption, amendment or repeal at any regular or special meeting duly
convened for that purpose; subject, however, to the power of the shareholders by
a vote of a majority of all votes cast to change or repeal these By-laws at any
annual or special meeting duly convened for such purpose. Any meeting of
shareholders for the purpose of changing or repealing these By-laws shall be
preceded by the giving of written notice to each shareholder stating that the
purpose or one of the purposes of the meeting is to consider the adoption,
amendment or repeal of these By-laws, and such notice shall contain or include a
copy of the proposed amendment or a summary of the changes to be effected
thereby. Any change in these By-laws shall take effect when adopted unless
otherwise provided in the resolution effecting the change.