SECOND AMENDED AND RESTATED

BY-LAWS

OF

KEANE, INC.

ARTICLE 1 - Stockholders
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1.1 Place of Meetings. All meetings of stockholders shall be held within
the Commonwealth of Massachusetts unless the Articles of Organization permit the
holding of stockholders' meetings outside Massachusetts, in which event such
meetings may be held either within or without Massachusetts. Meetings of
stockholders shall be held at the principal office of the corporation unless a
different place is fixed by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President and stated in the notice of the
meeting.

1.2 Annual Meeting. The annual meeting of stockholders shall be held
within six months after the end of each fiscal year of the corporation on a date
to be fixed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President (which date shall not be a legal holiday in
the place where the meeting is to be held) at the time and place to be fixed by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer
or the President and stated in the notice of the meeting. The purposes for
which the annual meeting is to be held, in addition to those prescribed by law,
by the Articles of Organization or by these By-Laws, may be specified by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer or
the President. If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting, and any
action taken at that special meeting shall have the same effect as if it had
been taken at the annual meeting, and in such case all references in these By-
Laws to the annual meeting of stockholders shall be deemed to refer to such
special meeting.

1.3 Special Meetings. Special meetings of stockholders may be called by
the President or by the Board of Directors. In addition, upon written
application of one or more stockholders who are entitled to vote and who hold at
least the Required Percentage (as defined below) of the capital stock entitled
to vote at the meeting, special meetings shall be called by the Clerk, or in
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer.

For purposes of this Section 1.3, the "Required Percentage" shall be (i)
10% at any time at which the corporation shall not have a class of voting stock
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) 50% or such lesser percentage as shall constitute the maximum
percentage permitted by law for this purpose at any time at which the
corporation shall have a class of voting stock registered under the Exchange
Act.
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Any request for a call of a special meeting of stockholders (a "Call") by
the holders of the Required Percentage of the capital stock entitled to vote at
the meeting (the "Voting Stock") shall be governed by and subject to the
following:

(a) Any stockholder of record seeking to solicit requests for a Call
pursuant to this Section 1.3 shall so notify the Clerk of the corporation in
writing, and such written notification shall set forth the reason or reasons for
the Call and the purpose or purposes of such special meeting.

(b) No solicitation of stockholder requests for a Call (a "Call
Solicitation") may be commenced (i) before the Call Request Record Date (as
defined in paragraph (c) of this Section 1.3), or (ii) during the period of 90
days following the most recent meeting of the stockholders of the corporation.

(c) In order that the corporation may determine the stockholders
entitled to request a Call, the Board of Directors of the corporation shall fix
a record date (the "Call Request Record Date"). Any stockholder of record
seeking to solicit stockholder requests for a Call shall, with delivery to the
corporation of the written information specified in paragraph (a) of this
Section 1.3, request in writing that the Board of Directors fix the Call Request
Record Date. The Board of Directors shall, within 10 days after the date on
which such request is received, adopt a resolution fixing the Call Request
Record Date, and such Call Request Record Date shall be not more than 10 days
after the date upon which such resolution is adopted by the Board of Directors.

(d) All requests for a Call and revocations thereof shall be delivered
to the Clerk of the corporation no later than the 30th day (the "Delivery Date")
after the Call Request Record Date.

(e) Any stockholder may revoke a prior request for a Call or
opposition to a Call by an instrument in writing delivered to the Clerk of the
corporation prior to the Delivery Date.

(f) Promptly after the Delivery Date, requests for a Call and
revocations thereof shall be counted and verified by an independent party
selected by the corporation.

(g) If, in response to any Call Solicitation, the holders of record of
the Required Percentage of the Voting Stock as of the Call Request Record Date
submit valid and unrevoked requests for a Call no later than the Delivery Date,
the Board of Directors of the corporation shall fix a record date pursuant to
Section 4.4 hereof and a date for the special

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meeting, provided that the date to be fixed for such meeting shall be no earlier
than 60 days or later than 90 days after the Delivery Date, and provided further
that the Board of Directors shall not be obligated to fix a meeting date or to
hold any meeting of stockholders within 60 days of the next scheduled meeting of
the stockholders of the corporation.

(h) In the absence of a quorum at any special meeting called pursuant
to a Call Solicitation, such special meeting may be postponed or adjourned from
time to time only by the officer of the corporation entitled to preside at such
meeting.

(i) If a Call Solicitation does not receive the support of the holders
of record of the Required Percentage of the Voting Stock, no subsequent Call may
be made or solicited by any stockholder during a period of 90 days after the
Delivery Date.

1.4 Notice of Meetings. A written notice of each meeting of stockholders,
stating the place, date and hour thereof, and the purposes for which the meeting
is to be held, shall be given by the Clerk, Assistant Clerk or other person
calling the meeting at least seven days before the meeting to each stockholder
entitled to vote at the meeting and to each stockholder who by law, by the
Articles of Organization or by these By-Laws is entitled to such notice, by
leaving such notice with him or at his residence or usual place of business, or
by mailing it postage prepaid and addressed to him at his address as it appears
in the records of the corporation. Whenever any notice is required to be given
to a stockholder by law, by the Articles of Organization or by these By-Laws, no
such notice need be given if a written waiver of notice, executed before or
after the meeting by the stockholder or his authorized attorney, is filed with
the records of the meeting.

1.5 Quorum. Unless the Articles of Organization otherwise provide, the
holders of a majority of the number of shares of the stock issued, outstanding
and entitled to vote on any matter shall constitute a quorum with respect to
that matter, 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 of the number of shares of the
stock of that class issued, outstanding and entitled to vote. Shares owned
directly or indirectly by the corporation shall not be counted in determining
the total number of shares outstanding for this purpose.

1.6 Adjournments. Except as provided in Section 1.3 hereof, any meeting
of stockholders may be postponed or adjourned to any other time and to any other
place at which a meeting of stockholders may be held under these By-Laws 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. It shall not be necessary to notify any stockholder of
any postponement or adjournment. Any business which could have been transacted
at any meeting of the stockholders as originally called may be transacted at any
resumption or adjournment of the meeting.

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1.7 Voting and Proxies. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by the Articles of Organization. Stockholders may vote either in person or by a
proxy executed in writing (or in such other manner permitted by law) dated not
more than six months before the meeting named in the proxy. Proxies shall be
filed, by any form of transmission permitted by law, with the clerk of the
meeting, or of any adjourned meeting, before being voted. Except as otherwise
limited by its terms, a proxy shall entitle the persons named in the proxy to
vote at any adjournment of such meeting, but shall not be valid after final
adjournment of such meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by any 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 purported to be executed
by or on behalf of a stockholder shall be deemed valid unless challenged at or
prior to its exercise.

1.8 Action at Meeting. When a quorum is present at any meeting, the
holders of shares of stock representing a majority of the votes cast 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 shares of stock of
that class representing a majority of the votes cast on a matter), shall decide
any matter to be voted on by the stockholders, except when a different vote is
required by law, the Articles of Organization or these By-Laws. When a quorum
is present at any meeting, any election by stockholders shall be determined by a
plurality of the votes cast on 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 own stock.

1.9 Action without Meeting. Any action required or permitted to be taken
at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Each such consent shall be treated for all purposes as a vote at a meeting.

1.10 Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nomination for election to the board of directors of the corporation
at an annual meeting of stockholders may be made by the board of directors or by
any stockholder of the corporation entitled to vote for the election of
directors at such meeting who complies with the notice procedures set forth in
this Section 1.10. Such nominations, other than those made by or on behalf of
the board of directors, shall be made by notice, in writing delivered or mailed
by first class United States mail, postage prepaid, to the Clerk of the
corporation, and received not less than 45 days nor more 60 days prior to the
anniversary of the date on which the corporation first mailed its proxy
materials for the prior year's annual meeting of stockholders; provided,
however, that if the date of such annual meeting is more than 30 days before or
after the anniversary of the prior year's annual meeting,

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such nomination shall have been mailed or delivered to the Clerk not later than
the close of business on the later of (i) the date 60 days prior to the date of
such meeting or (ii) the 10th day following the date on which the notice of the
meeting was mailed or public disclosure was made, whichever occurs first. Such
notice shall set forth (a) as to each proposed nominee (i) the name, age,
business address and, if known, residence address of each such nominee, (ii) the
principal occupation or employment of each such nominee, (iii) the number of
shares of stock of the corporation which are beneficially owned by each such
nominee, and (iv) any other information concerning the nominee that must be
disclosed as to nominees in proxy solicitations pursuant to Regulation 14a under
the Securities Exchange Act of 1934, as amended (including such person's written
consent to be named as a nominee and to serve as a director if elected); (b) as
to the stockholder giving the notice (i) the name and address, as they appear on
the corporation's books, of such stockholder, and (ii) the class and number of
shares of the corporation which are beneficially owned by such stockholder; and
(c) as to the beneficial owner, if any, on whose behalf the nomination is made,
(i) the name and address of such person, and (ii) the class and number of shares
of the corporation which are beneficially owned by such person.

The officer presiding at the meeting of stockholders may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

Nothing in the foregoing provisions shall obligate the corporation or the
board of directors to include in any proxy statement or other stockholder
communication distributed on behalf of the corporation or the board of directors
information with respect to any nominee for directors submitted by a
stockholder.

1.11 Notice of Business at Meetings. At a meeting of the stockholders,
only such business shall be conducted as shall have been (a) specified in the
notice of meeting (or any supplement thereto), (b) brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, if such business relates to the election of
directors of the corporation, the procedures in Section 1.10 must be complied
with. For business to be properly brought before a special meeting by a
stockholder, and for business other than the election of directors to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Clerk of the corporation. To
be timely with respect to a special meeting, 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 nor more than 90 days prior to the special
meeting; provided, however, that if less than 70 days' notice or prior public
disclosure of the date of the special meeting is given or made to stockholders,
notice by the stockholder to be timely must be delivered or mailed to the Clerk
not later than the close of business on the 10th day following the date on which
the notice of the special meeting was mailed or public disclosure was made,
whichever occurs first. To be timely

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with respect to an annual meeting, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the corporation not
less than 45 days nor more 60 days prior to the anniversary of the date on which
the corporation first mailed its proxy materials for the prior year's annual
meeting of stockholders; provided, however, that if the date of such annual
meeting is more than 30 days before or after the anniversary of the prior year's
annual meeting, such stockholder's notice shall have been mailed or delivered to
the Clerk not later than the close of business on the later of (i) the date 60
days prior to the date of such meeting or (ii) the 10th day following the date
on which the notice of the meeting was mailed or public disclosure was made,
whichever occurs first. A stockholder's notice to the Clerk shall set forth as
to each matter the stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address,
as they appear on the corporation's books, of the stockholder proposing such
business, and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (c) the class and number of shares of the
corporation which are beneficially owned by such stockholder and such person, if
any, and (d) any material interest of the stockholder, and such person, if any,
in such business. Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any meeting of stockholders except in accordance
with the procedures set forth in this Section 1.11 and except that any
stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any
successor provision) promulgated under the Securities Exchange Act of 1934, as
amended, and is to be included in the corporation's proxy statement for an
annual meeting of stockholders shall be deemed to comply with the requirements
of this Section 1.11.

The officer presiding at a meeting of stockholders shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section
1.11, and if he should so determine, he shall so declare to the meeting that any
such business not properly brought before the meeting shall not be transacted.

ARTICLE 2 - Directors
---------------------

2.1 Powers. The business of the corporation shall be managed by a Board
of Directors, who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
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
until the vacancy is filled.

2.2 Number, Election and Qualification. The number of Directors which
shall constitute the whole Board of Directors shall be determined by vote of the
stockholders or the Board of Directors, but shall consist of not less than three
Directors (except that whenever there shall be only two stockholders, the number
of Directors shall be not less than two, and whenever

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there shall be only one stockholder or prior to the issuance of any stock, there
shall be at least one Director). The number of Directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
Directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
Directors. The Directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. No Director
need be a stockholder of the corporation.

2.3 Enlargement of the Board. The number of Directors may be increased at
any time and from time to time by the stockholders or by a majority of the
Directors then in office.

2.4 Tenure. Each Director shall hold office until the next annual meeting
of stockholders and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

2.5 Vacancies. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
Directors present at any meeting of Directors at which a quorum is present.
Each such successor shall hold office for the unexpired term of his predecessor
and until his successor is chosen and qualified or until his earlier death,
resignation or removal.

2.6 Resignation. Any Director may resign by delivering his written
resignation to the corporation at its principal office or to the Chairman of the
Board, the Chief Executive Officer, the President, the Clerk or the Secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

2.7 Removal. A Director may be removed from office with or without cause
by vote of the holders of a majority of the shares entitled to vote in the
election of Directors. Moreover, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A director may be
removed for cause only after a reasonable notice and opportunity to be heard
before the body proposing to remove him.

2.8 Regular Meetings. Regular meetings of the Directors may be held
without call or notice at such places, within or without Massachusetts, and at
such times as the Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall be given notice of
the determination. A regular meeting of the Directors may be held without a
call or notice immediately after and at the same place as the annual meeting of
stockholders.

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2.9 Special Meetings. Special meetings of the Directors may be held at
any time and place, within or without Massachusetts, designated in a call by the
Chairman of the Board, the Chief Executive Officer, the President, the
Treasurer, two or more Directors or by one Director in the event that there is
only a single Director in office.

2.10 Meetings by Telephone Conference Calls. Directors or members of any
committee designated by the Directors may participate in a meeting of the
Directors or such committee by means of a conference telephone or similar
communications equipment 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.

2.11 Notice of Special Meetings. Notice of any special meeting of the
Directors shall be given to each Director by the Clerk or the Secretary or by
the officer or one of the Directors calling the meeting. Notice shall be duly
given to each Director (i) by notice given to such Director in person or by
telephone at least 48 hours in advance of the meeting, (ii) by sending a
telegram, telecopy or telex, or by delivering written notice by hand, to his
last known business or home address at least 48 hours in advance of the meeting,
or (iii) by mailing written notice to his last known business or home address at
least 72 hours in advance of the meeting. Notice need not be given to any
Director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior to the meeting or at its
commencement the lack of notice to him. A notice or waiver of notice of a
Directors' meeting need not specify the purposes of the meeting. If notice is
given in person or by telephone, an affidavit of the Clerk, the Secretary, the
officer or Director who gives such notice that the notice has been duly given
shall, in the absence of fraud, be conclusive evidence that such notice was duly
given.

2.12 Quorum. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.

2.13 Action at Meeting. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, by the Articles
of Organization or by these By-Laws.

2.14 Action by Consent. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if all the
Directors consent to the action in writing and the written consents are filed
with the records of the Directors' meetings. Each such consent shall be treated
for all purposes as a vote at a meeting.

2.15 Committees. The Board of Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive committee or
other committees and may by like vote delegate to committees so elected some or
all of their powers to the extent permitted by

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law. Except as the Board of 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 possible in the same manner as is provided by these By-Laws for the
Directors. The Board of Directors shall have the power at any time to fill
vacancies in any such committee, to change its membership or to discharge the
committee.

2.16 Compensation of Directors. Directors may be paid such compensation
for their services and receive such reimbursement for expenses of attendance at
meetings as the Board of Directors may from time to time determine. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.

ARTICLE 3 - Officers
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3.1 Enumeration. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk and such other officers with such other titles
as the Board of Directors may determine, including, but not limited to, a
Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer,
a Secretary and one or more Vice Presidents, Assistant Treasurers, Assistant
Clerks and Assistant Secretaries.

3.2 Election. The President, the Treasurer and the Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen or appointed by the Board
of Directors at such meeting or at any other meeting.

3.3 Qualification. No officer need be a director or stockholder. Any two
or more offices may be held by the same person. The Clerk shall be a resident
of Massachusetts unless the corporation has a resident agent appointed for the
purpose of service of process. Any officer may be required by the Directors to
give bond for the faithful performance of his duties to the corporation in such
amount and with such sureties as the Directors may determine. The premiums for
such bonds may be paid by the corporation.

3.4 Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, the Treasurer and the Clerk
shall hold office until the first meeting of the Directors following the next
annual meeting of stockholders and until their respective successors are chosen
and qualified; and all other officers shall hold office until the first meeting
of the Directors following the annual meeting of stockholders, unless a
different term is specified in the vote choosing or appointing them, or until
his earlier death, resignation or removal.

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3.5 Resignation and Removal. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
Chairman of the Board, the Chief Executive Officer, the President, the Clerk or
the Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event. Any officer may be removed at any time, with or without cause, by vote
of a majority of the entire number of Directors then in office.

Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.

3.6 Vacancies. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of the President, the
Treasurer and the Clerk. Each such successor shall hold office for the
unexpired term of his predecessor and until his successor is chosen and
qualified, or until he sooner dies, resigns or is removed.

3.7 Chairman of the Board and Vice-Chairman of the Board. The Board of
Directors may appoint a Chairman of the Board and may designate him as Chief
Executive Officer. If the Board of Directors appoints a Chairman of the Board,
he shall perform such duties and possess such powers as the Board of Directors
may from time to time prescribe. If the Board of Directors appoints a Vice-
Chairman of the Board, he shall, in the absence or disability of the Chairman of
the Board, perform the duties and exercise the powers of the Chairman of the
Board and shall perform such other duties and possess such other powers as may
from time to time be vested in him by the Board of Directors.

3.8 Chief Executive Officer. The Board of Directors may appoint a Chief
Executive Officer. If the Board of Directors appoints a Chief Executive
Officer, he shall, subject to the direction of the Board of Directors, have
general charge and supervision of the business of the corporation. [Unless
otherwise provided by the Board of Directors, if the Board of Directors appoints
a Chief Executive Officer, he shall preside at all meetings of the stockholders
and, if he is a Director, at all meetings of the Board of Directors.] The Chief
Executive Officer shall perform such other duties and shall possess such other
powers as the Board of Directors may from time to time prescribe.

3.9 President. Unless the Board of Directors has designated the Chairman
of the Board or another officer as Chief Executive Officer, the President shall
be the Chief Executive Officer of the corporation. The President shall perform
such duties and shall possess such other powers as the Board of Directors may
from time to time prescribe. It shall be his duty, and he shall have the power,
to see that all orders and resolutions of the directors are carried into effect.

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3.10 Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors, the Chief Executive Officer or
the President may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Chief Executive Officer or the President, the
Vice President (or if there shall be more than one, the Vice Presidents in the
order determined by the Board of Directors) shall perform the duties of the
President and when so performing shall have all the powers of and be subject to
all the restrictions upon the President. The Board of Directors may assign to
any Vice President the title of Executive Vice President, Senior Vice President
or any other title selected by the Board of Directors.

3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him by
the Board of Directors, the Chief Executive Officer or the President. In
addition, the Treasurer shall perform such duties and have such powers as are
incident to the office of treasurer, including without limitation the duty and
power to keep and be responsible for all funds and securities of the
corporation, to deposit funds of the corporation in depositories selected in
accordance with these By-Laws, to disburse such funds as ordered by the Board of
Directors, to make proper accounts of such funds, and to render as required by
the Board of Directors statements of all such transactions and of the financial
condition of the corporation.

The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer, the President or the
Treasurer may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Treasurer, the Assistant Treasurer (or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors) shall perform the duties and exercise the powers of
the Treasurer.

3.12 Clerk and Assistant Clerks. The Clerk shall perform such duties and
shall possess such powers as the Board of Directors, the Chief Executive Officer
or the President may from time to time prescribe. In addition, the Clerk shall
perform such duties and have such powers as are incident to the office of clerk,
including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

Any Assistant Clerk shall perform such duties and possess such powers as
the Board of Directors, the Chief Executive Officer, the President or the Clerk
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Clerk, the Assistant Clerk (or if there shall be more than
one, the Assistant Clerks in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Clerk.

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In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.

3.13 Secretary and Assistant Secretaries. If a Secretary is appointed, he
shall attend all meetings of the Board of Directors and shall keep a record of
the meetings of the Directors. He shall, when required, notify the Directors of
their meetings, and shall possess such other powers and shall perform such other
duties as the Board of Directors, the Chief Executive Officer or the President
may from time to time prescribe.

Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer, the President or the
Secretary may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Secretary, the Assistant Secretary (or if
there shall be more than one, the Assistant Secretaries in the order determined
by the Board of Directors) shall perform the duties and exercise the powers of
the Secretary.

3.14 Salaries. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

ARTICLE 4 - Capital Stock
-------------------------

4.1 Issue of Capital Stock. Unless otherwise voted by the stockholders,
the whole or any part of any unissued balance of the authorized capital stock of
the corporation or the whole or any part of the capital stock of the corporation
held in its 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
Directors may determine.

4.2 Certificates of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the Chairman of the Board, the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, but when a certificate is countersigned by
a transfer agent or a registrar, other than a Director, officer or employee of
the corporation, such signature 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
time of its issue.

Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Articles of Organization, the By-Laws, applicable
securities laws or any agreement to which the corporation is a party, shall have
conspicuously noted on the face or back

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of the certificate either the full text of the restriction or a statement of the
existence of such restriction and a statement that the corporation will furnish
a copy of the restriction to the holder of such certificate upon written request
and without charge. Every certificate issued when the corporation is authorized
to issue more than one class or series of stock shall set forth on its face or
back either the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class and series authorized to
be issued 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.

4.3 Transfers. Subject to the restrictions, if any, stated or noted on
the stock certificates, shares of stock may be transferred on the books of the
corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by
the Articles of Organization or by these By-Laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-Laws.

It shall be the duty of each stockholder to notify the corporation of his
post office address and of his taxpayer identification number.

4.4 Record Date. The Board of Directors may fix in advance a time not
more than 60 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, 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 Directors may for any of such purposes close the transfer books for all
or any part of such period.

If no record date is fixed and the transfer books are not closed, the
record date for determining the 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
before the day on which notice is given, and the record date for determining the
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors acts with respect to such purpose.

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4.5 Replacement of Certificates. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place of the lost, destroyed or mutilated certificate, upon
such terms as the Directors may prescribe, including the presentation of
reasonable evidence of such loss, destruction or mutilation and the giving of
such indemnity as the Directors may require for the protection of the
corporation or any transfer agent or registrar.

ARTICLE 5 - Miscellaneous Provisions
------------------------------------

5.1 Fiscal Year. Except as otherwise set forth in the Articles of
Organization or as otherwise determined from time to time by the Board of
Directors, the fiscal year of the corporation shall in each year end on December
31.

5.2 Seal. The seal of the corporation shall, subject to alteration by the
Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.

5.3 Voting of Securities. Except as the Board of Directors may otherwise
designate, the Chief Executive Officer, the President or the Treasurer may waive
notice of, and act as, or appoint any person or persons to act as, proxy or
attorney-in-fact for this corporation (with or without power of substitution) at
any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

5.4 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 records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts at the principal office of the corporation, or at an
office of its transfer agent or of the Clerk. These copies and records need not
all be kept in the same office. They shall be available at all reasonable times
for the inspection of any stockholder for any proper purpose, but not to secure
a list of stockholders for the purpose of selling the list or copies of the list
or of using the list for a purpose other than in the interest of the applicant,
as a stockholder, relative to the affairs of the corporation.

5.5 Evidence of Authority. A certificate by the Clerk or the Secretary,
or an Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, any committee
or any officer or representative of the corporation shall as to all persons who
rely on the certificate in good faith be conclusive evidence of such action.

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5.6 Articles of Organization. All references in these 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.

5.7 Severability. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

5.8 Pronouns. All pronouns used in these By-Laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

5.9 Transactions with Interested Parties. In the absence of fraud, no
contract or other transaction between this corporation and any other corporation
or any firm, association, partnership or person shall be affected or invalidated
by the fact that any Director or officer of this corporation is pecuniarily or
otherwise interested in or is a director, member or officer of such other
corporation or of such firm, association or partnership or is a party to or is
pecuniarily or otherwise interested in such contract or other transaction or is
in any way connected with any person or persons, firm, association, partnership,
or corporation pecuniarily or otherwise interested therein; provided that the
fact that he individually or as a director, member of officer of such
corporation, firm, association or partnership is such a party or is so
interested shall be disclosed to or shall have been known by the Board of
Directors or a majority or such members thereof as shall be present at a meeting
of the Board of Directors at which action upon any such contract or transaction
shall be taken; any director may be counted in determining the existence of a
quorum and may vote at any meeting of the Board of Directors of this corporation
for the purpose of authorizing any such contract or transaction with like force
and effect as if he were not so interested, or were not a director, member or
officer of such other corporation, firm, association or partnership, provided
that any vote with respect to such contract or transaction must be adopted by a
majority of the Directors then in office who have no interest in such contract
or transaction.

ARTICLE 6 - Amendments
----------------------

These By-Laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting. If
authorized by the Articles of Organization, the Directors, by a majority of
their number then in office, may also make, amend or repeal these By-Laws, in
whole or in part, except with respect to (a) the provisions of these By-Laws
governing (i) the removal of Directors and (ii) the amendment of these By-Laws,
and (b) any provision of these By-Laws which by-law, the Articles of
Organization or these By-Laws requires action by the stockholders.

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Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any by-law,
notice stating the substance of such change shall be given to all stockholders
entitled to vote on amending the By-Laws.

Any by-law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.


Adopted by the Board of Directors on February 17, 2000.

Adopted by the stockholders on June 29, 2000.