BYLAWS

                                       OF

                              HEALTH POCONOS, INC.



                          (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 Fork Street, Mount Pocono, PA until

otherwise established by an amendment of the articles or by the board of

directors and a 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 answerback

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 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) Adjourned shareholder 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









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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. Neither the business to be transacted at, nor the

purpose of, any regular or special meeting of the board need be specified in a

notice of a meeting.

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