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                            CONMAT TECHNOLOGIES, INC.

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                                   B Y L A W S

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                                    ARTICLE I
                                     OFFICES

                  Section 1. The initial registered office shall be located at
526 East Park Avenue, Tallahassee, Florida and thereafter shall be at such place
as the Board of Directors may designate from time to time.

                  Section 2. The corporation may also have offices at such other
places both within and without the State of Florida as the board of directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

                  Section 1. All meetings of shareholders for the election of
directors shall be held in the City of Philadelphia, State of Pennsylvania, at
such place as may be fixed from time to time by the board of directors.

                    Section 2. Annual meetings of shareholders, commencing with
the year 1999, shall be held on the 1st Monday in April if not a legal holiday,
and if a legal holiday, then on the next secular day following, at 10:00 A.M.,
at which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.

                    Section 3. Written or printed notice of the annual meeting
stating the place, day and hour of the meeting shall be delivered not less than
ten nor more than sixty days before the date of the meeting,



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either personally or by mail, by or at the direction of the president,
secretary, or the officer or person calling the meeting, to each shareholder of
record entitled to vote at such meeting.

                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

                    Section 1. Special meetings of shareholders for any purpose
other than the election of directors may be held at such time and place within
or without the State of Florida as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

                    Section 2. Special meetings of shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than twenty-five percent (25%) of all the shares entitled to
vote at the meeting.

                    Section 3. Written or printed notice of a special meeting
stating the place, day, and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the board, president, or the holders of not less than
twenty-five percent (25%) of all the shares entitled to vote at the meeting to
each shareholder of record entitled to vote at such meeting.

                    Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

                    Section 1. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the


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shareholders for the transaction of business except as otherwise provided by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the share holders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.

                    Section 2. If a quorum is present, the affirmative vote of a
plurality of the shares of stock represented at the meeting shall be the act of
the shareholders unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation.

                    Section 3. Each outstanding share of stock, having voting
power, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact.

                    Except as otherwise provided in the articles of
incorporation, in all elections for directors every shareholder entitled to vote
shall have the right to vote, in person or by proxy, the number of shares of
stock owned by him, for as many persons as there are directors to be elected

                    Section 4. Any action required or permitted to be taken at a
meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by shareholders
holding a majority of the shares entitled to vote with respect to the subject
matter thereof.

                                    ARTICLE V
                                    DIRECTORS
                    Section 1. The Board of Directors shall consist of at least
one (1) director and not more than five (5) directors. Directors need not be
residents of the State of Florida nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at the
annual meeting of


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the shareholders, and each director elected shall serve until the next
succeeding annual meeting and until his successor shall have been elected and
qualified. The first board of directors shall hold office until the first annual
meeting of shareholders.

                  The number of directors may be increased or decreased by
amendment to the articles of incorporation or to these bylaws.

                  Section 2. Any vacancy occurring in the board of directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors, or by the shareholders,
unless the articles of incorporation provide otherwise. A director elected to
fill a vacancy shall be elected for the unexpired portion of the term of his
predecessor in office. A director elected to fill a newly created directorship
shall serve until the next succeeding annual meeting of shareholders and until
his successor shall have been elected and qualified.

                  Section 3. The business affairs of the corporation shall be
managed by its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the articles of incorporation or by these bylaws directed or required to be
exercised or done by the shareholders.

                  Section 4. The directors may keep the books of the
corporation, except such as are required by law to be kept within the state,
outside of the State of Florida, at such place or places as they may from time
to time determine.

                  Section 5. The board of directors, by the affirmative vote of
a majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.





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                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 1. Meetings of the board of directors, regular or
special, may be held either within or without the State of Florida.

                    Section 2. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

                    Section 3. Regular meetings of the board of directors may be
held upon such notice, or without notice, and at such time and at such place as
shall from time to time be determined by the board.

                  Section 4. Meetings of the board of directors may be called by
the chairman of the board or by the president. Special meetings of the board of
directors shall be preceded by Ten (10) days' notice sent to directors of the
date, time, and place of the meeting. Notice may be sent in writing or orally,
and communicated in person, by telephone, telegraph, teletype, electronic
communication, or by mail. The notice shall include the purpose of the meeting.

                  Section 5. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.

                  Section 6. A majority of the directors shall constitute a
quorum for the transaction of business unless a different number is required by
law or by the articles of incorporation. The act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater number is required by statute or
by the articles of incorporation. Whether or not a quorum shall be present at
any meeting of directors, the directors present thereat may


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adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

                  Section 7. Any action required or permitted to be taken at a
meeting of the directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof.

                                   ARTICLE VII
                              EXECUTIVE COMMITTEES

                  Section 1. The board of directors, by resolution adopted by a
majority of the full board of directors, may designate two or more directors to
constitute an executive committee, to the extent provided in such resolution,
shall have and exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required.

                                  ARTICLE VIII
                                     NOTICES

                  Section 1. Whenever any notice whatever is required to be
given under the provisions of the statutes or under the provisions of the
articles of incorporation or these by-laws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.





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                                   ARTICLE IX
                                    OFFICERS

                  Section 1. The officers of the corporation shall be chosen by
the board of directors and shall be a chairman of the board, a chief executive
officer, a president, a secretary and a treasurer. The board of directors may
also choose additional vice-presidents, and one or more assistant secretaries
and assistant treasurers.

                  Section 2. The board of directors at its first meeting after
each annual meeting of shareholders shall choose a president, a secretary and a
treasurer, none of whom need be a member of the board.

                  Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board of directors.

                  Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

                  Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 6. The Chairman of the Board shall preside at all meetings of
the Board of Directors and of the shareholders. He shall be the Chief Executive
Officer of the corporation, unless the Board has designated the President as the
Chief Executive Officer. In the absence or disability of the Chairman of the
Board: (a) the Chief Executive Officer shall preside at all meetings of the
Board of Directors and of the


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shareholders, and (b) the powers and duties of the Chairman of the Board shall
be exercised jointly by the Chief Executive Officer and the President until such
authority is altered by action of the Board of Directors.

                           THE CHIEF EXECUTIVE OFFICER

         Section 7. The Chief Executive Officer of the corporation shall
supervise, coordinate and manage the corporation's business and activities and
supervise, coordinate and manage its operating expenses and capital allocation,
shall have general authority to exercise all the powers necessary for the Chief
Executive Officer of the corporation and shall perform such other duties and
have such other powers as may be prescribed by the Board of Directors or these
Bylaws, all in accordance with basic policies as established by and subject to
the oversight of the Board of Directors. In the absence or disability of the
Chairman of the Board, the duties of the Chairman of the Board shall be
performed and the Chairman of the Board's authority may be exercised by the
Chief Executive Officer and, in the event the Chief Executive Officer is absent
or disabled, such duties shall be performed and such authority may be exercised
by an officer designated for such purpose by the Board of Directors.

                                  THE PRESIDENT

                  Section 8. The president shall be the chief operating officer
of the corporation, shall have general and active management of the business of
the day-to-day operations of the corporation and shall see that all orders and
resolutions of the board of directors are carried into effect.

                  Section 9. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.



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                               THE VICE-PRESIDENTS

                  Section 10. The vice-president, or if there shall be more than
one, the vice-presidents in the order determined by the board of directors,
shall, in the absence or disability of the president, perform the duties and
exercise the powers of the president and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

                  Section 11. The secretary shall attend all meetings of the
board of directors and all meetings of the shareholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

                  Section 12. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.





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                     THE TREASURER AND ASSISTANT TREASURERS

                  Section 13. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

                  Section 14. He shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

                  Section 15. If required by the board of directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                  Section 16. The assistant treasurer, or, if there shall be
more than one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

                  Section 1. The shares of the corporation shall be represented
by a certificate or shall be uncertificated. Certificates shall be signed by the
president of the corporation, and may be sealed with the seal of the corporation
or a facsimile thereof.


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                  When the corporation is authorized to issue shares of more
than one class there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation will
furnish to any shareholder upon request and without charge, a full or summary
statement of the designations, preferences, limitations, and relative rights of
the shares of each class authorized to be issued and, if the corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the board of
directors to fix and determine the relative rights and preferences of subsequent
series.

                  Section 2. The signature of the officer of the corporation
upon a certificate may be a facsimile. In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the date of
its issue.

                              UNCERTIFICATED SHARES

                  Section 3. The board of directors of the corporation may
authorize the issue of some or all of the shares of any or all of its classes or
series without certificates. Shares already represented by certificates shall
not be affected until they are surrendered to the corporation.

                  Section 4. Within ten (10) days after the issue or transfer of
shares without certificates, the corporation shall send shareholders a written
statement of the information required on the certificates by F.S.
section 607.0625 (2) and (3), and, if applicable, F.S. section 607.0627.

                                LOST CERTIFICATES

                  Section 5. The board of directors may direct a new certificate
or an equivalent new uncertificated security in place of any certificate
theretofore issued by the corporation alleged to have been


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lost, destroyed, or wrongfully taken. When authorizing such issue of a new
certificate or an equivalent new uncertificated security, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost, destroyed, or wrongfully taken.

                               TRANSFERS OF SHARES

                  Section 6. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate or an equivalent new uncertificated security shall
be issued to the person entitled thereto, and the old certificate canceled and
the transaction recorded upon the books of the corporation.

                              FIXING OF RECORD DATE

                Section 7. For the purpose of determining shareholders entitled
to notice of a shareholders' meeting, to demand a special meeting, to vote, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors may provide that the record date be fixed not more than
seventy days before the meeting or action requiring a determination of
shareholders. For the purpose of determining those shareholders entitled to
demand a special meeting, such record date shall be ten (10) days before the
special meeting. For the purpose of determining those shareholders entitled to
take action without a meeting, such record date shall be ten (10) days before
the action requiring a determination of shareholders. For the purpose of
determining those shareholders entitled to notice of and to vote at an annual or
special shareholders' meeting, such record date shall be ten (10) days before
the meeting. When a determination of


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shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.

                              LIST OF SHAREHOLDERS

                  Section 8. After fixing a record date for a meeting, the
officer or agent in charge of the records for shares shall prepare an
alphabetical list of the names of all shareholders who are entitled to notice of
a shareholders' meeting, arranged by voting group, with the address of, and the
number and class and series, if any, of shares held by each.

                  The shareholders' list shall be available for inspection by
any shareholder for a period of ten (10) days prior to the meeting and shall be
kept on file at the corporation's principal office. A shareholder or his agent
or attorney shall be entitled on written demand to inspect the list, subject to
the requirements of F.S. section 607.1602(3) during regular business hours and
at his expense, during the period it shall be available for inspection. The
shareholders' list shall be made available at the meeting, and any shareholder
or his agent or attorney shall be entitled to inspect the list at any time
during the meeting or any adjournment. The shareholders' list shall be prima
facie evidence of the identity of shareholders entitled to examine the
shareholders' list or to vote at a meeting of shareholders.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                  DISTRIBUTIONS

                  Section 1. Subject to the restrictions of the articles of
incorporation relating thereto, if any, and to limitation by statute,
distributions may be declared by the board of directors at any regular or
special meeting, pursuant to law. Distributions may be made in cash, in
property, or as a dividend.


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                  Share dividends may be issued pro rata and without
consideration to the corporation's shareholders or to the shareholders of one or
more classes or series, subject to the provisions of the articles of
incorporation.

                  Section 2. Before any distribution may be made, there may be
set aside out of any funds of the corporation available for distributions such
sum or sums as the directors from time to time, in their absolute discretion,
think proper to meet debts of the corporation as they become due in the usual
course of business, or for such other purpose as the directors shall think
conducive to the interest of the corporation.

                                     CHECKS

                  Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

                                   FISCAL YEAR

                  Section 4. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

                                      SEAL

                  Section 5. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Florida". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.





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                                   ARTICLE XII
                                   AMENDMENTS

                  Section 1. These bylaws may be altered, amended, or repealed
or new bylaws may be adopted by the affirmative vote of a majority of the board
of directors at any regular or special meeting of the board.



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