BY-LAWS
 
ARTICLE I
 
STOCKHOLDERS
 
      1.    Place of Meetings. All meetings of the stockholders shall be held
either at the principal office of the Corporation or at such other place within
the United States as is determined by the Board of Directors or the Chairman of
the Board of Directors and stated in the notice of the meeting.
 
      2.    Annual Meetings. The annual meeting of the stockholders entitled to
vote shall be held at ten o'clock in the forenoon (or at such other time as is
determined by the Board of Directors or the Chairman of the Board of Directors
and stated in the notice) on a date to be determined by the Board of Directors
within six months after the end of each fiscal year, on any day that is not a
Saturday, Sunday or legal holiday, and if a Saturday, Sunday or legal holiday,
then on the next succeeding day that is not a Saturday, Sunday or legal holiday,
at such location as is determined by the Board of Directors or the Chairman of
the Board and stated in the notice. The purposes for which an annual meeting is
to be held, in addition to those prescribed by law, by the Articles of
Organization and by these By-Laws, may be specified by the Board of Directors or
the Chairman of the Board. If no annual meeting is held on the date fixed, or by
adjournment therefrom, a special meeting of the stockholders may be held in lieu
thereof, and any action taken at such special meeting shall have the same force
and effect as if taken at the annual meeting.
 
      3.    Special Meetings. Subject to the rights of the holders of any class
or series of preferred stock of the Corporation, special meetings of the
stockholders entitled to vote may be called by the Board of Directors or the
Chairman of the Board of Directors, and shall be called by the Clerk, or in the
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer, upon written application of one or more stockholders who are entitled
to vote and who hold at least forty percent (40%) in interest of the capital
stock entitled to vote at the meeting.
 
      4.    Notice of Meetings. Notice of all meetings of stockholders, stating
the place, date and hour thereof, and the purposes for which the meeting is
called, shall be given to each stockholder entitled to vote thereat by the Clerk
or other person calling the meeting. Notice must be given in writing and such
writing shall be sufficient if given personally or by postage-prepaid mailing,
or by any other means permitted by law. Notice must be given at least seven (7)
days before the meeting, to each stockholder entitled to vote thereat and to
each stockholder who, by law, the Articles of Organization or these By-Laws, is
entitled to such notice, such notice addressed to his usual place of business or
residence as it appears upon the books of the Corporation. Notice shall be
deemed given when it is received, if hand delivered, or when dispatched, if
delivered through the mails or by courier, telegraph, telex, telecopy or cable.
No notice of a meeting of the stockholders need be given to any stockholder if
such stockholder, by a writing (including, without limitation, by telegraph,
telex, telecopy or cable) filed with the records of the meeting (and whether
executed before or after such meeting) waives such notice, or if such
stockholder attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. Every stockholder who is present at a
meeting (whether in person or by proxy) shall be deemed to have waived notice
thereof.
 
      5.    Notice of Stockholder Business. For a proposal to be properly
brought before an annual meeting by a stockholder or for a stockholder to
nominate a person or persons for election as directors at an annual meeting or
any special meeting at which directors are to be elected, the stockholder must
give timely notice thereof in writing to the Clerk of the Corporation. To be
timely, a stockholder's notice must be delivered to, or mailed and received at,
the principal executive offices of the Corporation not less than 60 days, but
not more than 90 days, prior to the meeting; provided, however, if less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the 10th day following
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the day on which such notice or public disclosure of the date of the meeting is
made. A stockholder's notice to the Clerk relating to a proposal shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the proposal desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder who intends to make the proposal and any other stockholders known by
such stockholder to support such proposal, (iii) the class and number of shares
of the Corporation's capital stock which are beneficially owned by the
stockholder and by any other stockholders known by such stockholder to support
such proposal as of the date of such stockholder notice, and (iv) any financial
interest of the stockholder in such proposal. A stockholder's notice to the
Clerk relating to a nominee for election as a director shall set forth (i) the
name, age, business experience, and home and business address of each person to
be nominated, (ii) the name and address, as they appear on the Corporation's
books, of the stockholder who intends to make the nomination and any other
stockholders known by such stockholder to support the nomination, and (iii) the
class and number of shares of the Corporation's capital stock which are
beneficially owned by the stockholder and by any other stockholders known by
such stockholder to support such proposal as of the date of such stockholder
notice.
 
            The Board of Directors, or a designated committee thereof, may
determine whether a notice has complied with the requirements of this Section 5,
and may reject as invalid any stockholder proposal or nomination which was not
the subject of a notice timely made in accordance with, and containing all
information required by, the terms of this Section 5. If neither the Board of
Directors nor such committee makes a determination as to the compliance with the
requirements of this Section 5, the presiding officer at the meeting shall
determine and declare at the meeting whether such notice has so complied. If the
Board of Directors or a designated committee thereof or the presiding officer
determines that a stockholder proposal or nomination was the subject of a notice
made in accordance with the terms of this Section 5, and if the stockholder
giving such notice shall make such proposal or nomination, the presiding officer
shall so declare at the meeting and ballots shall be provided for use at the
meeting with respect to such proposal or nomination. If the Board of Directors
or a designated committee thereof or the presiding officer determines that a
stockholder proposal or nomination was not the subject of a notice made in
accordance with terms of this Section 5, and if the stockholder giving such
notice shall make such proposal or nomination, the presiding officer shall so
declare at the meeting and any such proposal shall not be acted upon at the
meeting.
 
            Notwithstanding the foregoing, a stockholder may present at an
annual meeting any proposal which such stockholder has caused to be included in
the Corporation's proxy materials pursuant to Rule 14a-8 promulgated pursuant to
the Securities Exchange Act of 1934, as amended.
 
            This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.
 
      6.    Quorum. At any meeting of stockholders, the holders of a majority in
interest of all stock issued, outstanding and entitled to vote at a meeting
shall constitute a quorum, except that, if two or more classes of stock are
outstanding and entitled to vote as separate classes, then in the case of each
such class, a quorum shall consist of the holders of a majority in interest of
the stock of that class issued, outstanding and entitled to vote.
 
      7.    Adjournments. Any meeting of the stockholders may be adjourned to
any other time and to any other place by the stockholders present or represented
at the meeting, although less than a quorum, or by any officer entitled to
preside or to act as clerk of such meeting if no stockholder is present in
person or by proxy. It shall not be necessary to notify any stockholder of any
adjournment. Any business which could have been transacted at any meeting of the
stockholders as originally called may be transacted at any adjournment thereof.
 
      8.    Votes and Proxies. At all meetings of the stockholders, each
stockholder shall have one vote for each share of stock having voting power
registered in such stockholder's name, and a proportionate
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vote for any fractional shares, unless otherwise provided or required by the
Massachusetts Business Corporation Law, the Articles of Organization or these
By-Laws. Scrip shall not carry any right to vote unless otherwise provided
therein, but if scrip provides for the right to vote, such voting shall be on
the same basis as fractional shares. Stockholders may vote either in person or
by written proxy. No proxy which is dated more than six months before the
meeting at which it is to be used shall be accepted, and no proxy shall be valid
after the final adjournment of such meeting. Proxies need not be sealed or
attested. Notwithstanding the foregoing, a proxy coupled with an interest
sufficient in law to support an irrevocable power, including, without
limitation, an interest in the stock or in the Corporation generally, may be
made irrevocable if it so provides, need not specify the meeting to which it
relates, and shall be valid and enforceable until the interest terminates, or
for such shorter period as may be specified in the proxy. A proxy with respect
to stock held in the name of two or more persons shall be valid if executed by
one of them unless at or prior to exercise of the proxy the Corporation receives
a specific written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed valid
unless challenged at or prior to its exercise.
 
      9.    Conduct of Business. The Chairman of the Board of Directors or his
designee, or, if there is no Chairman of the Board or such designee, then a
person appointed by a majority of the Board of Directors, shall preside at any
meeting of stockholders. The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the meeting, including
such regulation of the manner of voting and the conduct of discussion as seem to
him in order.
 
      10.   Action at a Meeting. When a quorum is present, the holders of a
majority of the stock present or represented and entitled to vote and voting on
a matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of a majority
of the stock of that class present or represented and entitled to vote and
voting on a matter), except where a larger vote is required by law, the Articles
of Organization or these By-Laws, shall decide any matter to be voted on by the
stockholders. Any election by stockholders shall be determined by a plurality of
the votes cast by the stockholders entitled to vote at the election. No ballot
shall be required for such election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election. The Corporation
shall not directly or indirectly vote any share of its stock. Nothing in this
section shall be construed to limit the right of the Corporation to vote any
shares of stock held directly or indirectly by it in a fiduciary capacity.
 
                                   ARTICLE II
 
                               BOARD OF DIRECTORS
 
      1.    Powers. The Board of Directors may exercise all the powers of the
Corporation except such as are required by law or by the Articles of
Organization or these By-Laws to be otherwise exercised, and the business and
affairs of the Corporation shall be managed under the direction of the Board of
Directors. Without limiting the generality of the foregoing, the Board of
Directors shall have power, unless otherwise provided by law, to purchase and to
lease, pledge, mortgage and sell such property (including the stock of the
Corporation) and to make such contracts and agreements as they deem
advantageous, to fix the price to be paid for or in connection with any property
or rights purchased, sold, or otherwise dealt with by the Corporation, to borrow
money, issue bonds, notes and other obligations of the Corporation, and to
secure payment thereof by the mortgage or pledge of all or any part of the
property of the Corporation. The Board of Directors may determine the
compensation of directors. The Board of Directors or such officer or committee
as the Board of Directors shall designate, may determine the compensation and
duties, in addition to those prescribed by these By-Laws, of all officers,
agents and employees of the Corporation.
 
      2.    Number. The Corporation shall have a Board of Directors, which shall
consist of not less than three and not more than fifteen directors, which
number, subject to the rights of the holders of any preferred stock of the
Corporation to elect Directors, shall be determined from time to time by the
Board of Directors, except that, in the absence of any such determination, such
number shall be nine (9). Such number may be enlarged or reduced by a vote of a
majority of the directors then in office. Subject to the rights of the holders
of any series of Preferred Stock then outstanding, if the Board of Directors is
divided
<PAGE>
into one or more classes, at each annual meeting of stockholders or special
meeting in lieu thereof following the initial classification of the Board of
Directors, directors elected to succeed those directors whose terms then expire
shall be elected for a term of office to expire at the third succeeding annual
meeting of stockholders or special meeting in lieu thereof after their election
and until their successors are duly elected and qualified. No director need be a
stockholder.
 
      3.    Tenure. Except as otherwise provided by law, by the Articles of
Organization, or by these By-Laws, each director, including the Chairman of the
Board, shall hold office until the next annual meeting of stockholders and until
his successor is elected and qualified or until he sooner dies, resigns, is
removed or becomes disqualified. Any director may resign by giving written
notice of his resignation to the Chairman of the Board, the President, the Clerk
or the Secretary, if any, or to the Board of Directors at a meeting of the
Board, and such resignation shall become effective at the time specified
therein.
 
      4.    Removal. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time (i) only for cause and (ii)
only by the affirmative vote of the holders of at least 80% of the voting power
of all of the shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, or by the affirmative
vote of three-fourths of the directors then serving. A director may be removed
for cause only after a reasonable notice and opportunity to be heard before the
body proposing to remove him.
 
      5.    Vacancies. Subject to the Articles of Organization, any vacancy in
the office of director may be filled by a majority vote of the directors then in
office even though less than a quorum, or by a sole remaining director. Subject
to the Articles of Organization, newly created directorships resulting from an
increase in the authorized number of directors may be filled by a majority vote
of the Board of Directors then in office even though less than quorum, or by a
sole remaining director.
 
      6.    Meetings. Meetings of the directors need not be held in the state of
incorporation.
 
            (a)   Regular Meetings. Regular meetings of the Board of Directors
      may be held without call or notice at such places and at such times as may
      be fixed by the Board of Directors from time to time, provided that any
      director who is absent when such determination is made shall be given
      notice of the determination. A regular meeting of the Board of Directors
      may be held without call or notice at the same place as the annual meeting
      of stockholders, or the special meeting held in lieu thereof, immediately
      following such meeting of stockholders.
 
            (b)   Special Meetings. Special meetings of the Board of Directors
      may be called by the Chairman of the Board, the President, the Treasurer,
      the Clerk, or one or more directors. Notice of the time and place of all
      special meetings shall be given by the Clerk or the Secretary or the
      officer or directors calling the meeting. Notice must be given orally, by
      telephone, or by telegraph, telex, telecopy or cable or in writing, and
      such notice shall be sufficient if given in time to enable the director to
      attend, or in any case if sent by mail, by courier or telegraph, telex,
      telecopy or cable at least three days before the meeting, addressed to a
      director s usual or last known place of business or residence. No notice
      of any meeting of the Board of Directors need be given to any director if
      such director, by a writing (including, without limitation, by telegraph,
      telex, telecopy or cable) filed with the records of the meeting (and
      whether executed before or after such meeting), waives such notice, or if
      such director attends the meeting without protesting prior thereto or at
      its commencement the lack of notice to him. A notice or waiver of notice
      need not specify the purpose of any special meeting.
 
      7.    Quorum of Directors. At any meeting of the Board of Directors, a
majority of the number of directors then constituting a full Board of Directors
then serving shall constitute a quorum, but a lesser number may adjourn any
meeting from time to time without further notice. In the event of a vacancy in
the Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled.
<PAGE>
      8.    Action at a Meeting. Unless otherwise provided by law, the Articles
of Organization or these By-Laws, action on any matter brought before any
meeting at which there is a quorum may be taken by vote of a majority of the
directors then present at the meeting, unless a different vote is required by
law, the Articles of Organization or these By-Laws.
 
      9.    Action Without a Meeting. Unless otherwise provided by law, the
Articles of Organization or these By-Laws, any action required or permitted to
be taken at any meeting of the directors may be taken without a meeting if all
the directors then in office consent to the action in writing and the written
consents are filed with the records of the meetings of directors. Such consents
shall be treated for all purposes as a vote at a meeting.
 
      10.   Committees of Directors. The Board of Directors may, by vote of a
majority of the number of directors then constituting a full Board, elect from
its membership an Executive Committee (to be chaired by the Chairman of the
Board) and such other committees as it may determine, comprised of such number
of its members as it may from time to time determine (but in any event not less
than two), and delegate to any such committee or committees some or all of its
powers, except those which by law, the Articles of Organization or these By-Laws
it is prohibited from delegating. Except as the directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but, unless otherwise provided by the directors or in such rules, its business
shall be conducted as nearly as may be possible in the manner as is provided by
these By-Laws for the directors.
 
      11.   Telephone Conference Meetings. The Board of Directors or any
committee thereof may participate in a meeting of such Board of Directors or
committee thereof by means of a conference telephone (or similar communications
equipment) call by means of which all persons participating in the meeting can
hear each other at the same time, and participation by such means shall
constitute presence in person at a meeting.
 
                                   ARTICLE III
 
                                    OFFICERS
 
      1.    Enumeration. The officers of the Corporation shall be the Chairman
of the Board of Directors, the President, the Treasurer, the Clerk and such
other officers as the Board of Directors or the Chairman of the Board may
determine, including, but not limited to, one or more Vice-Presidents, one or
more Assistant Treasurers, one or more Assistant Clerks, and a Secretary.
 
      2.    Election. The Chairman of the Board, the President, the Treasurer
and the Clerk shall be elected annually by the directors at their first meeting
following the annual meeting of the stockholders or special meeting in lieu
thereof. The Board of Directors or the Chairman of the Board may, from time to
time, elect or appoint such other officers as it or he may determine, including,
but not limited to, one or more Vice-Presidents, one or more Assistant
Treasurers, one or more Assistant Clerks, and a Secretary.
 
      3.    Qualification. No officer need be a stockholder. The Chairman of the
Board, and any Vice Chairman appointed to act in the absence of the Chairman,
shall be elected by and from the Board of Directors, but no other officer need
be a director. Two or more offices may be held by any one person. If required by
vote of the Board of Directors, an officer shall give bond to the Corporation
for the faithful performance of his duties, in such form and amount and with
such sureties as the Board of Directors may determine. The premiums for such
bonds shall be paid by the Corporation.
 
      4.    Tenure. Each officer elected or appointed by the Board of Directors
shall hold office until the first meeting of the Board of Directors following
the next annual meeting of the stockholders or special meeting in lieu thereof
and until his successor is elected or appointed and qualified, or until he dies,
resigns, is removed or becomes disqualified, unless a shorter term is specified
in the vote electing or appointing said officer. Each officer appointed by the
Chairman of the Board shall hold office until his successor is elected or
appointed and qualified, or until he dies, resigns, is removed or becomes
disqualified, unless a shorter term is specified by any agreement or other
instrument appointing said officer.
<PAGE>
Any officer may resign by giving written notice of his resignation to the
Chairman of the Board, the President, the Clerk or the Secretary, if any, or to
the Board of Directors at a meeting of the Board, and such resignation shall
become effective at the time specified therein.
 
      5.    Removal. Any officer elected or appointed by the Board of Directors
may be removed from office with or without cause by vote of a majority of the
directors then in office. Any officer appointed by the Chairman of the Board may
be removed from office with or without cause by the Chairman of the Board. An
officer may be removed for cause only after a reasonable notice and opportunity
to be heard before the body or person proposing to remove him.
 
      6.    Chairman of the Board and Chief Executive Officer. Unless the Board
of Directors shall otherwise provide, the Chairman of the Board shall be the
Chief Executive Officer of the Corporation. The Chief Executive Officer shall,
subject to the direction of the Board of Directors, have general supervision and
control of the business of the Corporation. The Chairman of the Board shall
preside at all meetings of the Board of Directors and stockholders at which he
is present.
 
      7.    President. The President shall, subject to the control and direction
of the Board of Directors and Chairman of the Board, have and perform such
powers and duties as may be prescribed by these By-Laws or from time to time be
determined by the Board of Directors or the Chairman of the Board.
 
      8.    Vice Presidents. The Vice Presidents shall have such powers and
duties as may from time to time be determined by the Board of Directors or the
Chairman of the Board.
 
      9.    Treasurer and Assistant Treasurers. The Treasurer shall, subject to
the control and direction of the Board of Directors and the Chairman of the
Board, have general charge of the financial affairs of the Corporation, cause
accurate books of account to be kept, have custody of all funds, securities and
valuable documents of the Corporation, except as the Board of Directors or
Chairman of the Board may otherwise provide, and have and perform such
additional powers and duties as may be prescribed in these By-Laws or be
determined from time to time by the Board of Directors or the Chairman of the
Board. All property of the Corporation in the custody of the Treasurer shall be
subject at all times to the inspection and control of the Board of Directors.
Unless otherwise voted by the Board of Directors, each Assistant Treasurer, if
any, shall have and perform the powers and duties of the Treasurer whenever the
Treasurer is absent or unable to act, and may at any time exercise such of the
powers of the Treasurer, and such other powers and duties, as may from time to
time be determined by the Board of Directors or the Chairman of the Board.
 
      10.   Clerk and Assistant Clerks. The Clerk shall be a resident of
Massachusetts unless the Corporation has a resident agent appointed for the
purpose of service of process. He shall have and perform the powers and duties
prescribed in these By-Laws and such other powers and duties as may from time to
time be determined by the Board of Directors. He shall attend all meetings of
the stockholders and shall record upon the record book of the Corporation all
votes of the stockholders and minutes of the proceedings at such meetings.
Unless a transfer agent is appointed, the Clerk shall have custody of the record
books of the Corporation. Assistant Clerks, if any, shall have such powers as
the Board of Directors or the Chairman of the Board may from time to time
designate. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk, if one be elected, otherwise a Temporary Clerk designated by
the person presiding at the meeting, shall perform the duties of the Clerk.
 
      11.   Secretary and Assistant Secretaries. The Board of Directors or the
Chairman of the Board may appoint a Secretary and, in his absence, an Assistant
Secretary, but if no Secretary or Assistant Secretary is elected, the Clerk (or,
in the absence of the Clerk, any Assistant Clerk) shall act as the Secretary.
The Secretary or, in his absence, any Assistant Secretary, shall attend all
meetings of the directors and shall record all votes of the Board of Directors
and minutes of the proceedings at such meetings. The Secretary or, in his
absence, any Assistant Secretary (or the Clerk), shall notify the directors of
their meetings, and shall have and perform such other powers and duties as may
from time to time be determined by the Board of Directors or the Chairman of the
Board. If a Secretary or an Assistant
<PAGE>
Secretary is elected but is absent from any such meeting the Clerk (or any
Assistant Clerk) may perform the duties of the Secretary; otherwise, a Temporary
Secretary may be appointed by the meeting.
 
      12.   Other Powers and Duties. Each officer shall, subject to these
By-Laws, have, in addition to the duties and powers specifically set forth in
these By-Laws, such duties and powers as are customarily incident to such
officer's office, and such duties and powers as the Board of Directors or
Chairman of the Board may from time to time designate.
 
                                   ARTICLE IV
 
                             [INTENTIONALLY OMITTED]
 
                                    ARTICLE V
 
                                  CAPITAL STOCK
 
      1.    Certificates of Stock. Each stockholder shall be entitled to a
certificate or certificates representing in the aggregate the shares of the
capital stock of the Corporation owned by him, except that the Board of
Directors may provide by resolution that some or all of any or all classes and
series of shares of the Corporation shall be uncertificated shares, to the
extent permitted by law. All certificates for shares of stock of the Corporation
shall state the number and class of shares evidenced thereby (and designate the
series, if any), shall be signed by the Chairman of the Board, the President or
a Vice President and either the Treasurer or an Assistant Treasurer, may (but
need not) bear the seal of the Corporation and shall contain such further
statements as shall be required by law. The Board of Directors may determine the
form of certificates of stock except insofar as prescribed by law or by these
By-Laws, and may provide for the use of facsimile signatures thereon to the
extent permitted by law. In case any officer who has signed or whose facsimile
signature has been placed on 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 time of its issue. Every
certificate for shares which are subject to any restrictions on transfer
pursuant to the Articles of Organization, these By-Laws or any agreement to
which the Corporation is a party, shall have the restrictions noted
conspicuously on the certificate and shall also set forth upon the face or back
thereof either the full text of the restrictions or a statement of the existence
of such restrictions and a statement that the Corporation will furnish a copy
thereof to the holder of such certificate upon written request and without
charge. Every stock certificate issued while the Corporation is authorized to
issue more than one class or series of stock, shall set forth on the face or
back thereof either the full text of the preferences, voting powers,
qualifications and special and relative rights of the shares of each class and
series, if any, authorized to be issued as set forth in the Articles of
Organization, or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the Corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.
 
      2.    Transfers of Stock. The transfer of all shares of stock of the
Corporation, so as to affect the rights of the Corporation, shall be effected
only by transfer recorded on the books of the Corporation, in person or by duly
authorized attorney, and upon the surrender of the certificate properly endorsed
or assigned. The transfer of all shares of stock of the Corporation shall be
subject to the restrictions, if any, imposed by the Articles of Organization,
these By-Laws or any agreement to which the Corporation is a party.
 
      3.    Holders of Record. The person registered on the books of the
Corporation as the owner of the shares shall have the exclusive right to receive
dividends thereon and to vote thereon as such owner, shall be held liable for
such calls and assessments as may lawfully be made thereon, and except only as
may be required by law, may in all respects be treated by the Corporation as the
exclusive owner thereof. It shall be the duty of each stockholder to notify the
Corporation of his post office address. The Corporation shall not be bound to
recognize any equitable or other claim to or interest in shares of stock of the
Corporation on the part of any other person except as may be otherwise expressly
provided by law.
<PAGE>
      4.    Lost or Destroyed Certificates. The directors of the Corporation
may, subject to Massachusetts General Laws, Chapter 156B, Section 29, as amended
from time to time, or any successor statute, determine the conditions upon which
a new certificate of stock may be issued in place of any certificate alleged to
have been lost, destroyed or mutilated.
 
      5.    Record Date. The Board of Directors may fix in advance a date not
more than sixty days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof, or the right to receive such dividend or distribution or
the right to give such consent or dissent. In such case, only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the Corporation after the record date. Without fixing
such record date the Board of Directors may, for any such purposes, close the
transfer books for all or any part of such sixty-day period. If no record date
is fixed and the transfer books are not closed, the record date for determining
stockholders having the right to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding day on
which notice is given, and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors acts with respect thereto.
 
      6.    Issue of Stock. Subject to the Articles of Organization, the whole
or any part of any unissued balance of the authorized capital stock of the
Corporation or the whole or any part of any capital stock of the Corporation
held in treasury may be issued or disposed of by vote of the Board of Directors
in such manner, for such consideration and on such terms as the Board of
Directors may determine.
 
                                   ARTICLE VI
 
                            MISCELLANEOUS PROVISIONS
 
      1.    Fiscal Year. Except as otherwise determined by the Board of
Directors from time to time, the fiscal year of the Corporation shall end on
December 31 of each year.
 
      2.    Seal. The Board of Directors shall have the power to adopt and alter
the seal of the Corporation.
 
      3.    Voting of Securities. Except as the Board of Directors may otherwise
designate, the President or Treasurer may waive notice of and act on behalf of
the Corporation, or appoint any person or persons to act as proxy or attorney in
fact for the Corporation (with or without discretionary power and/or power of
substitution) at any meeting of stockholders of any other corporation or
organization any of the securities of which may be held by the Corporation.
 
      4.    Dividends. Unless otherwise required by the Massachusetts Business
Corporation Law or the Articles of Organization, the Board of Directors may
declare and pay dividends upon the shares of capital stock of the Corporation,
which dividends may be paid either in cash, securities of the Corporation or
other property.
 
      5.    Corporate Records. The original, or attested copies, of the Articles
of Organization, By-Laws and records of all meetings of the incorporators and
stockholders, and the stock and transfer records, which shall contain the names
of all stockholders and the record address and the amount of stock held by each,
shall be kept at the principal office of the Corporation, or at an office of its
transfer agent, Clerk or resident agent, and shall be open at all reasonable
times to the inspection of any stockholder for any proper purpose, but not to
secure a list of stockholders or other information for the purpose of selling
said list or information or copies thereof or of using the same for a purpose
other than in the interest of the applicant, as a stockholder, relative to the
affairs of the Corporation.
 
      6.    Contributions. The Board of Directors shall have authority to make
donations from the funds of the Corporation, in such amounts as the Board of
Directors may determine to be reasonable and
<PAGE>
irrespective of corporate benefit, for the public welfare or for community fund,
hospital, charitable, religious, educational, scientific, civic or similar
purposes, and in time of war or other natural emergency in aid thereof.
 
      7.    Evidence of Authority. A certificate by the Clerk, an Assistant
Clerk, the Secretary or an Assistant Secretary, or a Temporary Clerk or
Temporary Secretary, as to any action taken by the stockholders, Board of
Directors, any committee of the Board of Directors or any officer or
representative of the Corporation shall, as to all persons who rely thereon in
good faith, be conclusive evidence of such action.
 
      8.    Ratification. Any action taken on behalf of the Corporation by the
directors or any officer or representative of the Corporation which requires
authorization by the stockholders or the directors of the Corporation shall be
deemed to have been authorized if subsequently ratified by the stockholders
entitled to vote or by the directors, as the case may be, at a meeting held in
accordance with these By-Laws.
 
      9.    Reliance upon Books, Records and Reports. Each director or officer
of the Corporation shall be entitled to rely on information, opinions, reports
or records, including financial statements, books of account and other financial
records, in each case presented by or prepared by or under the supervision of
(1) one or more officers or employees of the Corporation whom the director or
officer reasonably believes to be reliable and competent in the matters
presented, or (2) counsel, public accountants or other persons as to matters
which the director or officer reasonably believes to be within such person's
professional or expert competence, or (3) in the case of a director, a duly
constituted committee of the Board of Directors upon which he does not serve, as
to matters within its delegated authority, which committee the director
reasonably believes to merit confidence, but he shall not be considered to be
acting in good faith if he has knowledge concerning the matter in question that
would cause such reliance to be unwarranted. The fact that a director or officer
so performed his duties shall be a complete defense to any claim asserted
against him, except as expressly provided by statute, by reason of his being or
having been a director or officer of the Corporation.
 
      10.   Articles of Organization. All references in the By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as amended and in effect from time to time.
 
      11.   Control Share Acquisition. Until such time as this section shall be
repealed or these By-Laws shall be amended to provide otherwise, the provisions
of Chapter 110D of the Massachusetts General Laws shall not apply to "control
share acquisitions" of the Corporation within the meaning of said Chapter 110D.
 
      12.   Interpretation. The Board of Directors shall have the power to
interpret all of the terms and provisions of these By-Laws and the Articles of
Organization, which interpretation shall be conclusive.
 
      13.   Gender. Whenever the masculine gender is used in these By-Laws, it
shall include the feminine and the neuter wherever appropriate.
 
                                   ARTICLE VII
 
                                   AMENDMENTS
 
      These By-Laws may be altered, amended or repealed, in whole or in part, by
vote of a majority of the Board of Directors, except with respect to any
provision thereof which by law, the Articles of Organization, or these By-Laws
requires action by stockholders, in which case these By-Laws may be amended in
whole or in part by the stockholders at any annual or special meeting by vote of
the holders of a majority in interest of all stock issued and outstanding and
entitled to vote, except as otherwise provided in the Articles of Organization.
The nature or substance of the proposed alterations, amendment or repeal shall
be stated in the notice of the meeting.
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      A true copy of the By-laws, as amended on September 27, 2002.
 
                                          ATTEST:
 
                                          /s/ Thomas J. Bucknum
                                          ------------------------------
                                          Clerk