Exhibit 99.8

       Sections 1741 to 1750 of the Pennsylvania Business Corporation Law

(S) 1741. Third-party actions

 Unless otherwise restricted in its bylaws, a business corporation shall have
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
representative of the corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, 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 the
action or proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner that he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

(S) 1742. Derivative and corporate actions

 Unless otherwise restricted in its bylaws, a business corporation shall have
power to indemnify any person who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of the
action if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation. Indemnification
shall not be made under this section in respect of any claim, issue or matter as
to which the person has been adjudged to be liable to the corporation unless and
only to the extent that the court of common pleas of the judicial district
embracing the county in which the registered office of the corporation is
located or the court in which the action was brought determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court of common pleas or other court deems proper.

(S) 1743. Mandatory indemnification

 To the extent that a representative of a business corporation has been
successful on the merits or otherwise in defense of any action or proceeding
referred to in section 1741 (relating to third-party actions) or 1742 (relating
to derivative and corporate actions) or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorney fees)
actually and reasonably incurred by him in connection therewith.

(S) 1744. Procedure for effecting indemnification

 Unless ordered by a court, any indemnification under section 1741 (relating to
third-party actions) or 1742 (relating to derivative and corporate actions)
shall be made by the business corporation only as authorized in the specific
case upon a determination that indemnification of the representative is proper
in the circumstances because he has met the applicable standard of conduct set
forth in those sections. The determination shall be made:



  (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;

  (2) if such a quorum is not obtainable or if obtainable and a majority vote of
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion; or

  (3) by the shareholders.

(S) 1745. Advancing expenses

 Expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to in this subchapter may be paid by a business corporation
in advance of the final disposition of the action or proceeding upon receipt of
an undertaking by or on behalf of the representative to repay the amount if it
is ultimately determined that he is not entitled to be indemnified by the
corporation as authorized in this subchapter or otherwise. Except as otherwise
provided in the bylaws, advancement of expenses shall be authorized by the board
of directors. Sections 1728 (relating to interested directors or officers;
quorum) and 2538 (relating to approval of transactions with interested
shareholders) shall not be applicable to the advancement of expenses under this
section.

(S) 1746. Supplementary coverage

 (a) General rule.--The indemnification and advancement of expenses provided by,
or granted pursuant to, the other sections of this subchapter shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office. Section 1728 (relating to interested directors or officers; quorum) and,
in the case of a registered corporation, section 2538 (relating to approval of
transactions with interested shareholders) shall be applicable to any bylaw,
contract or transaction authorized by the directors under this section. A
corporation may create a fund of any nature, which may, but need not be, under
the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations, whether arising under or pursuant to this section
or otherwise.

 (b) When indemnification is not to be made.--Indemnification pursuant to
subsection (a) shall not be made in any case where 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. The articles may not provide for
indemnification in the case of willful misconduct or recklessness.

 (c) Grounds.--Indemnification pursuant to subsection (a) under any bylaw,
agreement, vote of shareholders or directors or otherwise may be granted for any
action taken and may be made whether or not the corporation would have the power
to indemnify the person under any other provision of law except as provided in
this section and whether or not the indemnified liability arises or arose from
any threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent with the public
policy of this Commonwealth.

(S) 1747. Power to purchase insurance

 Unless otherwise restricted in its bylaws, a business corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
representative of the corporation or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, 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 not the corporation
would have the power to indemnify him against that liability under the
provisions of this subchapter. Such insurance is declared to be consistent with
the public policy of this Commonwealth.



(S) 1748. Application to surviving or new corporations

 (a) General rule.--Except as provided in subsection (b), for the purposes of
this subchapter, references to "the corporation" include all constituent
corporations absorbed in a consolidation, merger or division, as well as the
surviving or new corporations surviving or resulting therefrom, so that any
person who is or was a representative of the constituent, surviving or new
corporation, or is or was serving at the request of the constituent, surviving
or new corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
subchapter with respect to the surviving or new corporation as he would if he
had served the surviving or new corporation in the same capacity.

 (b) Divisions.--Notwithstanding subsection (a), the obligations of a dividing
corporation to indemnify and advance expenses to its representatives, whether
arising under this subchapter or otherwise, may be allocated in a division in
the same manner and with the same effect as any other liability of the dividing
corporation.

(S) 1749. Application to employee benefit plans

 For purposes of this subchapter:

  (1) References to "other enterprises" shall include employee benefit plans and
references to "serving at the request of the corporation" shall include any
service as a representative of the business corporation that imposes duties on,
or involves services by, the representative with respect to an employee benefit
plan, its participants or beneficiaries.

  (2) Excise taxes assessed on a person with respect to an employee benefit plan
pursuant to applicable law shall be deemed "fines."

  (3) Action with respect to an employee benefit plan taken or omitted in good
faith by a representative of the corporation in a manner he reasonably believed
to be in the interest of the participants and beneficiaries of the plan shall be
deemed to be action in a manner that is not opposed to the best interests of the
corporation.

(S) 1750. Duration and extent of coverage

 The indemnification and advancement of expenses provided by, or granted
pursuant to, this subchapter shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.