Exhibit 3.1
 
Form CD-74-10M-10-79-152328
 
                        The Commonwealth of Massachusetts
 
                              MICHAEL JOSEPH CONNELLY     FEDERAL IDENTIFICATION
                                 Secretary of State        NO. 04-3033368
                    ONE ASHBURTON PLACE, BOSTON, MASS. 02108
 
 
                        RESTATED ARTICLES OF ORGANIZATION
 
                     General Laws, Chapter 156B, Section 74
 
         This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
 
         We,                       Steven J. Lee                , President, and
 
                                    Eric Walters,                      Clerk, of
 
                         PolyMedica Industries, Inc.
 
 located at                2 Constitution Way, Woburn, Massachusetts 01801
 
do hereby certify that the following restatement of the articles of organization
of the corporation was duly adopted at a meeting held on January 21, 1992, by
vote of [See Attachment A.]
 
_________ shares of _____________________ out of  __________ shares outstanding,
                       (Class of Stock)
 
________ shares of ____________________ out of _________ shares outstanding, and
                    (Class of Stock)
 
________ shares of ____________________ out of  __________ shares outstanding,
                    (Class of Stock)
 
being at least two-thirds of each class of stock outstanding and entitled to
vote and of each class or series of stock adversely affected thereby: -
 
1.       The name by which the corporation shall be known is:
 
                           PolyMedica Industries, Inc.
 
2.       The purposes for which the corporation is formed are as follows:
 
To research, develop, create, manufacture, test, program, distribute, market,
sell, license, sublicense and engineer health care and cosmetic technologies and
products and to carry on any business permitted by the laws of the Commonwealth
of Massachusetts to a corporation organized under Chapter 156B of the
Massachusetts General Laws.
<PAGE>
3. The total number of shares and the par value, if any, of each class of stock
which the corporation is authorized to issue is as follows:
 
                  WITHOUT PAR VALUE                    WITH PAR VALUE
 
CLASS OF STOCK
 
                  NUMBER OF SHARES       NUMBER OF SHARES             PAR VALUE
 
Preferred                                   3,112,164                    $.01
 
Common                                      20,000,000                   $.01
 
 
*4. If more than one class is authorized, a description of each of the different
classes of stock with, if any, the preferences, voting powers, qualifications,
special or relative rights or privileges as to each class thereof and any series
now established:
 
                   See Continuation Sheet 4A attached hereto.
 
*5. The restrictions, if any, imposed by the articles of organization upon the
transfer of shares of stock of any class are as follows:
 
                   None.
 
 
 
*6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
 
                   See Continuation Sheet 6A.
 
 
 
 
 
 
 
 
 
 
 
*If there are no such provisions, state "None".
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                                  Attachment A
 
 484,272   shares of Common Stock out of 504,892 shares outstanding
  87,100   shares of Series A Preferred Stock out of 87,100 shares outstanding
 522,876   shares of Series B Preferred Stock out of 522,876 shares outstanding
 495,284   shares of Series C Preferred Stock out of 502,188 shares outstanding
<PAGE>
                              CONTINUATION SHEET 4A
 
         PREFERENCES, VOTING POWERS, QUALIFICATIONS AND SPECIAL OR RELATIVE
RIGHTS AND PRIVILEGES OF THE CLASSES OF CAPITAL STOCK OF POLYMEDICA INDUSTRIES,
INC.
 
     1. COMMON STOCK
 
     Section 1.1. Voting Rights. The holders of shares of Common Stock shall be
entitled to one vote for each share so held with respect to all matters voted on
by the shareholders of the corporation, subject in all cases to the provisions
of this Article 4.
 
     Section 1.2. Liquidation Rights. Subject to the prior and superior rights
of any then outstanding Preferred Stock, upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation, after
payment shall have been made to the holders of any then outstanding Preferred
Stock of the full amount to which they are entitled, the holders of Common Stock
shall be entitled to receive the remaining funds to be distributed. Such funds
shall be paid to the holders of Common Stock on the basis of the number of
shares of Common Stock held by each of them.
 
     Section 1.3. Dividends. Dividends may be paid on the Common Stock as and
when declared by the Board of Directors; provided, however, that no cash
dividends may be declared or paid on the Common Stock unless dividends shall
first have been declared as paid with respect to any then outstanding Preferred
Stock, as provided in this Article 4.
 
     2. UNDESIGNATED PREFERRED STOCK
 
         Up to 2,000,000 shares of Preferred Stock (the "Undesignated Preferred
Stock") may be issued from time to time in one or more series, each of such
series to have such terms as stated or expressed herein and in the vote or votes
providing for the issue of such series adopted by the Board of Directors of the
Corporation as hereinafter provided. Any such shares of Preferred Stock which
may be redeemed, purchased or acquired by the Corporation may be reissued except
as otherwise provided by law. Different series of Preferred Stock shall not be
construed to constitute different classes of shares for the purposes of voting
by classes unless expressly provided.
 
         Authority is hereby granted to the Board of Directors from time to time
to issue the Undesignated Preferred Stock in one or more series, and in
connection with the creation of any such series, by vote or votes providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional, or other special rights, and qualifications,
limitations or restrictions thereof, including without limitation, thereof,
dividend rights, conversion rights, redemption privileges and liquidation
preferences, as shall be stated and expressed in such votes, all to the full
extent now or hereafter permitted by Chapter 156B of the Massachusetts General
Laws. Without limiting the generality of the foregoing, the votes providing for
issuance of any such series of Undesignated Preferred Stock may provide that
such series shall be superior or rank equally or be junior to the Undesignated
Preferred Stock of any other series of any
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Designated Preferred Stock to the extent permitted by law and subject to the
terms of previously issued and then outstanding series of Undesignated Preferred
Stock or Designated Preferred Stock. Except as specifically provided in this
Amended and Restated Articles of Organization, no vote of the holders of
Undesignated Preferred Stock or Common Stock shall be a prerequisite to the
designation or issuance of any shares of any series of the Undesignated
Preferred Stock authorized by and complying with the conditions of this Amended
and Restated Articles of Organization, the right to have such vote being
expressly waived by all present and future holders of the capital stock of the
Corporation.
 
     3. DESIGNATED PREFERRED STOCK
 
     In addition to the 2,000,000 shares of Undesignated Preferred Stock
described in Section 2 above, which may be issued in one or more series, there
are authorized and designated three series of Designated Preferred Stock. Eighty
Seven Thousand One Hundred (87,100) shares of the authorized and issued
Preferred Stock of the Corporation have been previously designated as "Series A
Preferred Stock". Five Hundred Twenty-Two Thousand Eight Hundred Seventy Six
(522,876) shares of the authorized and issued Preferred Stock of the Corporation
have been previously designated "Series B Preferred Stock". Five Hundred Twenty
Thousand (520,000) shares of the Preferred Stock of the Corporation have been
previously designated "Series C Preferred Stock" and such designation is hereby
amended to reduce the number of Series C Preferred Stock to Five Hundred Two
Thousand One Hundred Eighty Eight Thousand (502,188) shares, all of which are
currently issued and outstanding.
 
     4. SERIES A AND SERIES B PREFERRED STOCK
 
     Section 4.1. Rights and Preferences. The Series A Preferred Stock and
Series B Preferred Stock shall have the rights, preferences, powers, privileges
and restrictions, qualifications and limitations as set forth in this Section 4.
 
     Section 4.2. Liquidation Rights. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
corporation, (a) the holders of each share of Series C Preferred Stock shall be
entitled to receive, prior and in preference to any distribution of any of the
assets or surplus funds of the corporation, by reason or their ownership
thereof, an amount equal to $8.69 per share, plus an amount equal to all
declared but unpaid dividends to and including the date full payment shall
be tendered to the holders of the Series C Preferred Stock with respect to such
liquidation, dissolution or winding up; (b) after payment of all preferential
amounts to be paid to the holders of Series C Preferred Stock, the holders of
each share of Series A Preferred Stock shall be entitled to receive, prior and
in preference to any distribution of any of the assets or surplus funds of the
corporation, by reason of their ownership thereof, an amount equal to $4.59 per
share, plus an amount equal to all declared but unpaid dividends to and
including the date full payment shall be tendered to the holders of the Series A
Preferred Stock with respect to such liquidation, dissolution or winding up; and
(c) after payment of all preferential amounts to be paid to the holders of
Series C Preferred Stock and the holders of Series A Preferred Stock, the
holders of each share of Series B Preferred Stock shall be entitled to receive,
prior and in preference to any distribution of any of the assets or surplus
funds of the corporation, by reason of their ownership thereof, an amount equal
to $4.59 per share, plus an amount equal to all declared but unpaid dividends to
and including the date full payment shall
 
 
                               -4A-2 of 26 pages-
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be tendered to the holders of the Series B Preferred Stock with respect to such
liquidation, dissolution or winding up.
 
         All of the preferential amounts to be paid to the holders of the Series
C Preferred Stock, the Series A Preferred Stock and the Series B Preferred Stock
pursuant to this Section 4.2 shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the distribution of
any assets of the corporation to, the holders of any other series of Preferred
Stock or to the holders of the Common Stock in connection with such liquidation,
dissolution or winding up. After the payment or the setting apart of payment to
the holders of the Series C Preferred Stock, the Series A Preferred Stock and
the Series B Preferred Stock of the preferential amounts so payable to them, the
holders of Common Stock shall be entitled to receive all remaining assets of the
corporation.
 
         If the assets or surplus funds to be distributed to the holders of any
series of Preferred Stock pursuant to this Section 4.2 are insufficient to
permit the payment to such holders of their full preferential amount, the assets
and surplus funds legally available for distribution shall be distributed
ratably among the holders of such series of Preferred Stock in proportion to the
full preferential amount each such holder is otherwise entitled to receive. A
consolidation or merger of the corporation or a sale of all or substantially all
of the assets of the corporation shall be regarded as a liquidation, dissolution
or winding up of the affairs of the corporation within the meaning of this
Section 4.2; provided, however, that each holder of any such series of Preferred
Stock shall have the right to elect the benefits of the provisions of Section
4.3(d)(vii) hereof in lieu of receiving payment in liquidation, dissolution or
winding up of the corporation pursuant to this Section 4.2.
 
     Section 4.3. Conversion. The holders of the Series A Preferred Stock and
Series B Preferred Stock shall have conversion rights as follows (as used in
this Section 4, the "Conversion Rights"):
 
     (a) Right to Convert. Each share of Series A Preferred Stock and Series B
Preferred Stock shall be convertible at the option of the holder thereof at any
time after the date of issuance and without the payment of any additional
consideration therefor into that number of fully paid and nonassessable shares
of Common Stock as is determined by dividing $4.59 by the Conversion Price for
such series of Preferred Stock. The "Conversion Price" for any series of
Preferred Stock is the price at which shares of Common Stock shall be
deliverable upon conversion of any shares of such series of Preferred Stock
(determined as hereinafter provided) in effect at the time of conversion. The
Conversion Price of the Series A Preferred Stock and Series B Preferred Stock
shall initially be $4.59 per share of Common Stock. The initial Conversion Price
for the Series A Preferred Stock and Series B Preferred Stock shall be subject
to adjustment (in order to adjust the number of shares of Common Stock into
which the corresponding series of Preferred Stock is convertible) as hereinafter
provided. Each person so converting shares of Series A Preferred Stock or Series
B Preferred Stock shall be entitled to all declared but unpaid dividends up to
the time of the conversion. Such dividends shall be calculated pursuant to
Section 4.6 hereof and shall be paid to each such person within thirty (30) days
of the date of conversion in cash or, at the option of the corporation, by the
issuance of additional shares of Common Stock at the Conversion Price in effect
at the time of conversion.
 
 
                               -4A-3 of 26 pages-
<PAGE>
     (b) Automatic Conversion. Each share of Series A Preferred Stock and Series
B Preferred Stock shall automatically be converted into shares of Common Stock
at the then effective Conversion Price for such series upon the closing of a
firm commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering
the offer and sale of Common Stock for the account of the corporation to the
public at a public offering price of at least $13.77 per share [with such amount
to be appropriately adjusted in the event of any stock dividend, stock
distribution or subdivision as provided in Section 4.3(d)(vi) hereof] and having
an aggregate offering price to the public resulting in gross proceeds to the
corporation of not less than $5,000,000. The person(s) entitled to receive
Common Stock issuable upon such conversion of any such Preferred Stock shall not
be deemed to have converted such Preferred Stock until immediately prior to the
closing of such offering. Each person who holds of record such Preferred Stock
immediately prior to such automatic conversion shall be entitled to all declared
but unpaid dividends up to the time of the automatic conversion. Such dividends
shall be calculated pursuant to Section 4.6 hereof and shall be paid to all such
holders within thirty (30) days of the automatic conversion in cash or, at the
option of the corporation, by the issuance of additional shares of Common Stock
at the Conversion Price in effect at the time of conversion.
 
     (c) Mechanics of Conversion. No fractional shares of Common Stock shall be
issued upon conversion of Series A Preferred Stock or Series B Preferred Stock.
In lieu of any fractional shares to which the holder would otherwise be
entitled, the corporation shall pay cash equal to such fraction multiplied by
the then effective Conversion Price for any such Preferred Stock being
converted. Before any holder of any such Preferred Stock shall be entitled to
convert the same into full shares of Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed, at the office of the
corporation or of any transfer agent for such Preferred Stock, and shall give
written notice to the corporation at such office that he elects to convert the
same and shall state therein his name or the name or names of his nominees in
which he wishes the certificate or certificates for shares of Common Stock to be
issued, together with the applicable federal taxpayer identification number. The
corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of such Preferred Stock, or to his nominee or nominees, a
certificate or certificates for the number of shares of Common Stock to which he
shall be entitled, together with cash in lieu of any fraction of a share. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of such Preferred Stock to
be converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock on such date.
 
     (d) Adjustment to Conversion Price for Diluting Issues:
 
          (i) Special Definitions. For purposes of this Section 4.3(d), the
     following definitions shall apply:
 
               (1) "Option" shall mean rights, options or warrants to subscribe
          for, purchase or otherwise acquire either Common Stock or Convertible
          Securities other than options or warrants issued to officers,
          directors or employees of, or consultants to, the corporation and
          approved by the Board of Directors and a
 
 
                               -4A-4 of 26 pages-
<PAGE>
          majority of the directors designated for election or elected by the
          holders of one or more series of Preferred Stock.
 
               (2) "Original Issue Date" for the Series A Preferred Stock and
          Series B Preferred Stock shall mean the respective date on which the
          first share of such series of Preferred Stock was issued.
 
               (3) "Convertible Securities" shall mean any evidences of
          indebtedness, shares (other than Common Stock, Series A Preferred
          Stock and Series B Preferred Stock) or other securities directly or
          indirectly convertible into or exchangeable for Common Stock.
 
               (4) "Additional Shares of Common Stock" shall mean all shares of
          Common Stock issued (or, pursuant to Section 4.3(d)(iii) hereof,
          deemed to be issued) by the corporation after the Original Issue Date,
          other than shares of Common Stock issued or issuable:
 
                    (A) upon conversion of shares of Series A Preferred Stock,
               Series B Preferred Stock or Series C Preferred Stock;
 
                    (B) to officers, directors or employees of, or consultants
               to, the corporation pursuant to action by the Board of Directors
               prior to the Original Issue Date, and pursuant to a stock
               purchase or option plan or other employee or director stock
               incentive or compensation program (collectively, the "Plans")
               approved by the Board of Directors and a majority of the
               directors designated for election or elected by the holders of
               one or more series of Preferred Stock; or
 
                    (C) by way of dividend or other distribution on shares of
               Common Stock excluded from the definition of Additional Shares of
               Common Stock by the foregoing clauses (A) and (B) or this clause
               (C) or on shares of Common Stock so excluded.
 
          (ii) No Adjustment of Conversion Price. No adjustment in the number of
     shares of Common Stock into which the Series A Preferred Stock or the
     Series B Preferred Stock is convertible shall be made by adjustment in the
     Conversion Price of such series of Preferred Stock in respect of the
     issuance of Additional Shares of Common Stock or otherwise, unless the
     consideration per share for such Additional Shares of Common Stock issued
     or deemed to be issued by the corporation is less than the respective
     Conversion Price of such series of Preferred Stock in effect on the date
     of, and immediately prior to, the issue of such Additional Shares. The
     holders of Series A Preferred Stock and Series B Preferred Stock waive any
     and all rights (which may have been previously waived by such holders
     pursuant to Section 10.4 of the Series C Preferred Stock Purchase Agreement
     dated May 7, 1991) to adjustment of the Conversion Price pursuant to this
     Section 4.3(d) which they have by virtue of the Company's Restated Articles
     of Organization, as amended, with respect to the issuance of a Common Stock
     Purchase Right dated June 15, 1990 (the "Right") to Technology Funding
 
 
                               -4A-5 of 26 pages-
<PAGE>
     Partners III, L.P. ("Technology Funding") or to the issuance of any shares
     of Common Stock to Technology Funding upon the exercise or exercises of
     such Right.
 
               (iii) Issue of Securities Deemed Issue of Additional Shares of
          Common Stock.
 
               (1) Options and Convertible Securities. In the event the
          corporation at any time or from time to time after the Original Issue
          Date of the Series A Preferred Stock and the Series B Preferred Stock
          shall issue any Options or Convertible Securities or shall fix a
          record date for the determination of holders of any class of
          securities entitled to receive any such Options or Convertible
          Securities, then for purposes of any adjustment under this Section
          4.3(d) with respect to such series, the maximum number of shares (as
          set forth in the instrument relating thereto without regard to any
          provisions contained therein for a subsequent adjustment of such
          number) of Common Stock issuable upon the exercise of such Options or,
          in the case of Convertible Securities and Options therefor, the
          conversion or exchange of such Convertible Securities, shall be deemed
          to be Additional Shares of Common Stock issued as of the time of such
          issue or, in the case such a record date shall have been fixed, as of
          the close of business on such record date, provided that Additional
          Shares of Common Stock shall not be deemed to have been issued unless
          the consideration per share (determined pursuant to Section 4.3(d)(v)
          hereof) of such Additional Shares of Common Stock would be less than
          the respective Conversion Price of such series of Preferred Stock in
          effect on the date of and immediately prior to such issue, or such
          record date, as the case may be, and provided further that in any such
          case in which Additional Shares of Common Stock are deemed to be
          issued:
 
                    (A) no further adjustment in such Conversion Price shall be
               made upon the subsequent issue of Convertible Securities or
               shares of Common Stock upon the exercise of such Options or
               conversion or exchange of such Convertible Securities;
 
                    (B) if such Options or Convertible Securities by their terms
               provide, with the passage of time or otherwise, for any increase
               in the consideration payable to the corporation, or decrease in
               the number of shares of Common Stock issuable, upon the exercise,
               conversion or exchange thereof, the Conversion Price of such
               series of Preferred Stock computed upon the original issue of
               such Options or Convertible Securities (or upon the occurrence of
               a record date with respect thereto), and any subsequent
               adjustments based thereon, shall, upon any such increase or
               decrease becoming effective, be recomputed to reflect such
               increase or decrease insofar as it affects such Options or the
               rights of conversion or exchange under such Convertible
               Securities;
 
                    (C) upon the expiration of any such Options or any rights of
               conversion or exchange under such Convertible Securities which
               shall not have been exercised, the Conversion Price of such
               series of Preferred Stock computed upon the original issue of
               such Options or Convertible
 
 
                               -4A-6 of 26 pages-
<PAGE>
               Securities (or upon the occurrence of a record date with respect
               thereto) and any subsequent adjustments based thereon shall, upon
               such expiration, be recomputed as if:
 
                         (I) in the case of Convertible Securities or Options
                    for Common Stock, the only Additional Shares of Common Stock
                    issued were the shares of Common Stock, if any, actually
                    issued upon the exercise of such Options or the conversion
                    or exchange of such Convertible Securities and the
                    consideration received therefor was the consideration
                    actually received by the corporation for the issue of all
                    such Options, whether or not exercised, plus the
                    consideration actually received by the corporation upon such
                    exercise or for the issue of all such Convertible Securities
                    which were actually converted or exchanged, plus the
                    additional consideration, if any, actually received by the
                    corporation upon such conversion or exchange, and
 
                         (II) in the case of Options for Convertible Securities,
                    only the Convertible Securities, if any, actually issued
                    upon the exercise thereof were issued at the time of issue
                    of such Options, and the consideration received by the
                    corporation for the Additional Shares of Common stock deemed
                    to have been then issued was the consideration actually
                    received by the corporation for the issue of all such
                    Options, whether or not exercised, plus the consideration
                    deemed to have been received by the corporation [determined
                    pursuant to Section 4.3(d)(v) hereof] upon the issue of the
                    Convertible Securities with respect to which such Options
                    were actually exercised;
 
                    (D) no recomputation pursuant to clause (B) or (C) above
               shall have the effect of increasing such Conversion Price to an
               amount which exceeds the lower of (i) the Conversion Price of
               such series of Preferred Stock on the original adjustment date,
               or (ii) the Conversion Price of such series of Preferred Stock
               that would have resulted from any issuance of Additional Shares
               of Common Stock between the original adjustment date and such
               readjustment date;
 
                    (E) in the case of any Options which expire by their terms
               not more than thirty (30) days after the date of issue thereof,
               no adjustment of such Conversion Price shall be made until the
               expiration or exercise of all such Options, whereupon such
               adjustment shall be made in the same manner provided in clause
               (C) above; and
 
                    (F) if such record date shall have been fixed and such
               Options or Convertible Securities are not issued on the date
               fixed therefor, the adjustment previously made in such Conversion
               Price which became effective on such record date shall be
               cancelled as of the close of business
 
 
                               -4A-7 of 26 pages-
<PAGE>
               on such record date, and thereafter such Conversion Price shall
               be adjusted pursuant to this Section 4.3(d)(iii) as of the actual
               date of their issuance.
 
               (2) Stock Dividends, Stock Distributions and Subdivisions. In the
          event the corporation at any time or from time to time after the
          Original Issue Date of the Series A Preferred Stock or the Series B
          Preferred Stock shall declare or pay any dividend or make any other
          distribution on the Common Stock payable in Common Stock, or effect a
          subdivision of the outstanding shares of Common Stock (by
          reclassification or otherwise than by payment of a dividend in Common
          Stock), then and in any such event, for purposes of any adjustment
          under this Section 4.3(d) with respect to such series, Additional
          Shares of Common Stock shall be deemed to have been issued:
 
                    (A) in the case of any such dividend or distribution,
               immediately after the close of business on the record date for
               the determination of holders of any class of securities entitled
               to receive such dividend or distribution, or
 
                    (B) in the case of any such subdivision, at the close of
               business on the date immediately prior to the date upon which
               such corporate action becomes effective.
 
                    If such record date shall have been fixed and such dividend
               shall not have been fully paid on the date fixed therefor, the
               adjustment previously made in the respective Conversion Price for
               such series of Preferred Stock which became effective on such
               record date shall be cancelled as of the close of business on
               such record date, and thereafter such Conversion Price shall be
               adjusted pursuant to this Section 4.3(d)(iii) as of the time of
               actual payment of such dividend.
 
          (iv) Adjustment of Conversion Price Upon Issuance of Additional Shares
     of Common Stock. In the event the corporation shall issue Additional Shares
     of Common Stock [including Additional Shares of Common Stock deemed to be
     issued pursuant to Section 4.3(d)(iii) hereof, but excluding Additional
     Shares of Common Stock issued pursuant to Section 4.3(d)(iii)(2), which
     event is dealt with in Section 4.3(d)(vi)] without consideration or for a
     consideration per share less than the Conversion Price of the Series A
     Preferred Stock or the Series B Preferred Stock in effect on the date of
     and immediately prior to such issue, then and in such event, such
     Conversion Price shall be reduced, concurrently with such issue in order to
     increase the number of shares of Common Stock into which such series of
     Preferred Stock is convertible to a price (calculated to the nearest cent)
     determined by multiplying such Conversion Price by a fraction (x) the
     number of which shall be (A) the number of shares of Common Stock
     outstanding immediately prior to such issue (including shares of Common
     Stock issuable upon conversion of any outstanding Series A Preferred Stock,
     Series B Preferred Stock or Convertible Securities and upon the exercise of
     any Options), plus (B) the number of shares of Common Stock which the
     aggregate consideration received by the corporation for the total number of
     Additional Shares of Common Stock so issued would purchase at
 
 
                               -4A-8 of 26 pages-
<PAGE>
     such Conversion Price, and (y) the denominator of which shall be (A) the
     number of shares of Common Stock outstanding immediately prior to such
     issue (including shares of Common Stock issuable upon conversion of any
     outstanding Series A Preferred Stock, Series B Preferred Stock or
     Convertible Securities and upon the exercise of any Options), plus (B) the
     number of such Additional Shares of Common Stock so issued, provided that
     such Conversion Price shall not be so reduced at such time if the amount of
     such reduction would be an amount less than $0.05, but any such amount
     shall be carried forward and reduction with respect thereto made at the
     time of and together with any subsequent reduction which, together with
     such amount and any other amount or amounts so carried forward, shall
     aggregate $0.05 or more.
 
          (v) Determination of Consideration. For purposes of this Section
     4.3(d), the consideration received by the corporation for the issue of any
     Additional Shares of Common Stock shall be computed as follows:
 
               (1) Cash and Property: Such consideration shall:
 
                    (A) insofar as it consists of cash, be computed at the
               aggregate amount of cash received by the corporation excluding
               amounts paid or payable for accrued interest or accrued
               dividends;
 
                    (B) insofar as it consists of property other than cash, be
               computed at the fair value thereof at the time of such issue, as
               determined in good faith by the Board of Directors; and
 
                    (C) in the event Additional Shares of Common Stock are
               issued together with other shares or securities or other assets
               of the corporation for consideration which covers both be the
               proportion of such consideration so received, computed as
               provided in clauses (A) and (B) above, as determined in good
               faith by the Board of Directors.
 
               (2) Options and Convertible Securities. The consideration per
          share received by the corporation for Additional Shares of Common
          Stock deemed to have been issued pursuant to Section 4.3(d)(iii)(1)
          above, relating to Options and Convertible Securities, shall be
          determined by dividing
 
                    (x) the total amount, if any, received or receivable by the
               corporation as consideration for the issue of such Options or
               Convertible Securities, plus the minimum aggregate amount of
               additional consideration (as set forth in the instruments
               relating thereto, without regard to any provision contained
               therein for a subsequent adjustment of such consideration until
               such subsequent adjustment occurs) payable to the corporation
               upon the exercise of such Options or the conversion or exchange
               of such Convertible Securities or in the case of Options for
               Convertible Securities, the exercise of such Options for
               Convertible Securities and the conversion or exchange of such
               Convertible Securities, by
 
 
                               -4A-9 of 26 pages-
<PAGE>
                    (y) the maximum number of shares of Common Stock (as set
               forth in the instruments relating thereto, without regard to any
               provision contained therein for a subsequent adjustment of such
               number until such subsequent adjustment occurs) issuable upon the
               exercise of such Options or the conversion or exchange of such
               Convertible Securities.
 
          (vi) Adjustment for Dividends, Distributions, Subdivisions,
     Combinations or Consolidation of Common Stock.
 
               (1) Stock Dividends, Distributions or Subdivisions. In the event
          the corporation shall issue Additional Shares of Common Stock pursuant
          to Section 4.3(d)(iii)(2) hereof in a stock dividend, stock
          distribution or subdivision, the respective Conversion Price of the
          Series A Preferred Stock and the Series B Preferred Stock in effect
          immediately prior to such stock dividend, stock distribution or
          subdivision shall, concurrently with the effectiveness of such stock
          dividend, stock distribution or subdivision, be proportionately
          decreased.
 
               (2) Combinations or Consolidations. In the event the outstanding
          shares of Common Stock shall be combined or consolidated, by
          reclassification or otherwise, into a lesser number of shares of
          Common Stock, the respective Conversion Price of the Series A
          Preferred Stock and the Series B Preferred Stock in effect immediately
          prior to such combination or consolidation shall, concurrently with
          the effectiveness of such combination or consolidation, be
          proportionately increased.
 
 
                               -4A-10 of 26 pages-
<PAGE>
          (vii) Adjustment for Merger or Reorganization. In case of any
     consolidation or merger of the corporation with or into another corporation
     or the conveyance of all or substantially all of the assets of the
     corporation to another corporation, each share of Series A Preferred Stock
     and each share of Series B Preferred Stock shall thereafter be convertible
     into the number of shares of stock or other securities or property to which
     a holder of the number of shares of Common Stock of the corporation
     deliverable upon conversion of such series of Preferred Stock would have
     been entitled upon such consolidation, merger or conveyance. In any such
     case, appropriate adjustment (as determined by the Board of Directors)
     shall be made in the application of the provisions herein set forth with
     respect to the rights and interest thereafter of the holders of such series
     of Preferred Stock, to the end that the provisions set forth herein
     (including provisions with respect to changes in and other adjustments of
     the respective Conversion Price) shall thereafter be applicable, as nearly
     as reasonably may be, in relation to any shares of stock or other property
     thereafter deliverable upon the conversion of such series of Preferred
     Stock. Each holder of such series of Preferred Stock upon the occurrence of
     a capital reorganization, merger or consolidation of the corporation or the
     sale of all or substantially all its assets and properties as such events
     are more fully set forth in the first paragraph of this Section
     4.3(d)(vii), shall have the option of electing treatment of his shares of
     such series of Preferred Stock under either this Section 4.3(d)(vii) or
     Section 4.2 hereof, notice of which election shall be submitted in writing
     to the corporation at its principal offices no later than five (5) days
     before the effective date of such event.
 
     (e) No Impairment. The corporation will not, by amendment of these Articles
of Organization or through any reorganization, transfer of assets,
consolidation, merger, dissolution issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the corporation but will at
all times in good faith assist in the carrying out of all the provisions of this
Section 4.3 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of Series A
Preferred Stock and Series B Preferred Stock against impairment.
 
     (f) Certificate as to Adjustments. Upon the occurrence of each adjustment
or readjustment of the respective Conversion Price of the Series A Preferred
Stock or the Series B Preferred Stock, pursuant to this Section 4.3, the
corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
such series of Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The corporation shall, upon the written request at any
time of any holder of such series of Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth (i) such adjustments
and readjustments, (ii) the respective Conversion Price of such series of
Preferred Stock at the time in effect, and (iii) the number of shares of Common
Stock and the amount, if any, of other property which at the time would be
received upon the conversion of such series of Preferred Stock.
 
     (g) Notices of Record Date. In the event of (i) any taking by the
corporation of a record date of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any capital
 
 
                               -4A-11 of 26 pages-
<PAGE>
reorganization of the corporation, any reclassification or recapitalization of
the capital stock of the corporation, any merger or consolidation of the
corporation, and any transfer of all or substantially all of the assets of the
corporation to any other corporation, or any other entity or person, or any
voluntary or involuntary dissolution, liquidation or winding up of the
corporation, the corporation shall mail to each holder of the Series A Preferred
Stock and each holder of the Series B Preferred Stock at least ten (10) days
prior to the record date specified therein, a notice specifying (A) the date on
which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the date on
which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become effective,
and (C) the time, if any, that is to be fixed, as to when the holders of record
of Common Stock (or other securities) shall be entitled to exchange their shares
of Common Stock (or other securities) for securities or other property
deliverable upon such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.
 
     (h) Common Stock Reserved. The corporation shall reserve and keep available
out of its authorized but unissued Common Stock such number of shares of Common
Stock as shall from time to time to be sufficient to effect conversion of all
Series A Preferred Stock and Series B Preferred Stock.
 
     (i) No Reissuance. No share of shares of Series A Preferred Stock or Series
B Preferred Stock acquired by the corporation by reason of purchase, conversion
or otherwise shall be reissued, and all such shares shall be cancelled, retired
and eliminated from the shares which the corporation shall be authorized to
issue. The corporation may from time to time take such appropriate action as may
be necessary to reduce the authorized number of shares of the Series A Preferred
Stock and Series B Preferred Stock.
 
     Section 4.4. Voting Rights.
 
     (a) The holders of shares of Series A Preferred Stock and the holders of
shares of Series B Preferred Stock shall be entitled to notice of any
stockholders' meeting and to vote upon any matter submitted to the stockholders
for a vote, as though the Common Stock and all such series of Preferred Stock
constituted a single class of stock, except with respect to those matters on
which the Massachusetts Corporation Law required that a vote must be by a
separate class or classes or by separate series, as to which each such class or
series shall have the right to vote in accordance with such law, and except as
provided in Section 4.4(b) hereof, on the following basis: holders of such
series of Preferred Stock shall have that number of votes per share as is equal
to the number of shares of Common Stock into which each such share of such
series of Preferred Stock held by such holder is then convertible.
 
     (b) (i) If the corporation shall fail to pay dividends thereon in
accordance with Section 4.5 of this Continuation Sheet 4A, then the holders of
such series of Preferred Stock shall, upon notice from holders of at least
twenty-five percent (25%) of the total outstanding shares of (A) such series of
Preferred Stock and (B) all other series of Preferred Stock as to which the
corporation shall have failed to pay dividends thereon in accordance with
Section 4.5 of this Continuation Sheet 4A, have, in each instance, the right to
call a special meeting of stockholders of the Corporation at which the holders
of shares of such series (one or more) of
 
 
                               -4A-12 of 26 pages-
<PAGE>
Preferred Stock represented in person or by proxy at such meeting shall have the
right, voting as a single class, to elect a sufficient number of directors to
the Board of Directors of the corporation so that the directors so elected to
the Board of Directors (the "Preferred Directors") represent a majority of the
Board. The number of the members of the Board of Directors shall accordingly be
increased at the meeting and the Preferred Directors shall seek to expeditiously
correct or nullify the action giving rise to their election (an "Initiating
Action"), at which time they shall (so long as no other Initiating Action shall
have occurred and be continuing) resign or be subject to removal by vote of all
of the stockholders of the corporation in accordance with Section 4.4(a) hereof.
The contingent rights of the holders of shares of such series of Preferred Stock
shall thereupon cease and expire, subject to renewal from time to time upon the
same terms and conditions contained herein and the number of the members of the
Board of Directors shall be accordingly reduced.
 
         (ii) Any directors who shall have been elected by the holders of one or
more series of Preferred Stock or by any director so elected as herein
contemplated, may be removed at any time prior to correction or nullification of
the Initiating Action, either with or without cause, by, and only by, the
affirmative votes of the holders of a majority of the outstanding shares of such
series of Preferred Stock given at a special meeting of such stockholders called
for the purpose, and any vacancy thereby created may be filled during such
period by the holders of such series of Preferred Stock, present in person or
represented by proxy at such meeting. Any director to be elected by the Board of
Directors of the corporation to replace a director elected by holders of such
series of Preferred Stock, or elected by a director as in this sentence
provided, and who dies, resigns, or otherwise ceases to be a director shall,
except as otherwise provided in the preceding sentence, be elected by the
remaining directors theretofore elected by the holders of such series of
Preferred Stock.
 
     (c) The holders of Series A Preferred Stock, the holders of Series B
Preferred Stock and the holders of Common Stock shall be entitled to vote upon
the election of directors on the following basis: (i) so long as at least 20,000
shares of Series A Preferred Stock shall be outstanding (as adjusted for all
subdivisions and combinations), the holders of Series A Preferred Stock issued
and outstanding shall be entitled to elect one director; and (ii) so long as at
least 100,000 shares of Series B Preferred Stock shall be outstanding (as
adjusted for all subdivisions and combinations), the holders of Series B
Preferred Stock issued and outstanding shall be entitled to elect one director.
 
     Section 4.5. Dividend Rights.
 
     (a) The holders of the then outstanding shares of Series A Preferred Stock
and Series B Preferred Stock shall be entitled to receive, when and as declared
by the Board of Directors, out of funds legally available therefor, cumulative
cash dividends at the annual rate of $0.36 per share, commencing after the first
calendar quarter (beginning with the calendar quarter ending June 30, 1990) when
the corporation's net after-tax income, calculated in accordance with generally
accepted accounting principles, exceeds five times the quarterly pro rata
portion of the dividend on all then outstanding shares of Series A Preferred
Stock, Series B Preferred Stock and any other series of Preferred Stock entitled
to receive dividends other than dividends equal (determined on the basis of the
number of shares of Common Stock into which such series of Preferred Stock is
then convertible) to any dividend paid on Common Stock. Dividends shall be
 
 
                               -4A-13 of 26 pages-
 
<PAGE>
cumulative and shall accrue, whether or not declared, from and after such
calendar quarter. In addition, the holders of outstanding shares of Series A
Preferred Stock and the holders of outstanding shares of Series B Preferred
Stock shall be entitled to receive a dividend equal (determined on the basis of
the number of shares of Common Stock into which a share of such series of
Preferred Stock then is convertible) to any dividend paid on Common Stock.
 
     (b) Notwithstanding any provisions in Section 4.5(a) hereof, dividends
which have accrued on Series A Preferred Stock or Series B Preferred Stock but
have not been paid prior to an automatic conversion pursuant to Section 4.3(b)
hereof shall be payable within thirty (30) days of the Closing, as defined in
Section 4.3(b), to each record holder of such series of Preferred Stock
immediately prior to the automatic conversion.
 
     Section 4.6. Covenants. So long as (i) in the case of Series A Preferred
Stock, at least 20,000 shares of Series A Preferred Stock shall be outstanding
(as adjusted for all subdivisions and combinations) or (ii) in the case of
Series B Preferred Stock, at least 100,000 shares of the Series B Preferred
Stock shall be outstanding (as adjusted for all subdivisions and combinations),
the corporation shall not, without first obtaining the affirmative vote or
written consent of not less than sixty-six and two-thirds percent (66 2/3%) of
such outstanding shares of the respective series of Preferred Stock:
 
     (a) amend or repeal any provision of, or add any provision to, the
corporation's Articles of Organization or By-Laws such action would alter or
change the preferences, rights, privileges or powers of, or the restrictions
provided for the benefit of, such series of Preferred Stock generally; provided,
however, that the corporation shall not take any such action which would reduce
or change the preferences, rights, privileges or powers of or the restrictions
provided for the benefit of any series of Preferred Stock without first
obtaining the affirmative vote or written consent of not less than sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares of such series of
Preferred Stock;
 
     (b) reclassify any Common Stock into shares having any preference or
priority as to dividends or assets superior to or on a parity with any such
preference or priority of such series of Preferred Stock;
 
     (c) pay or declare any dividend or distribution on any shares of Common
Stock or apply any of its assets to the redemption, retirement, purchase or
other acquisition directly or indirectly, through subsidiaries, if any, or
otherwise, of any shares of Common Stock except from officers, directors or
employees of or consultants to the corporation upon termination of employment or
upon termination of any other relationship with the Corporation and except as
pursuant to the corporation's rights of first refusal;
 
     (d) create any other class or classes of stock or series of Preferred Stock
having any preference or priority as to dividends or assets superior to or on a
parity with any such preference or priority of such series of Preferred Stock;
or
 
     (e) authorize any merger or consolidation of the corporation with or into
any other corporation or entity (except into or with a wholly-owned subsidiary
corporation with the
 
 
                               -4A-14 of 26 pages-
<PAGE>
requisite shareholder approval), or authorize the sale of substantially all of
the assets of the corporation.
 
     5. SERIES C PREFERRED STOCK
 
     Section 5.1. Designation. The Series C Preferred Stock shall have the
relative rights, preferences, powers, privileges and restrictions,
qualifications and limitations thereof as set forth in this Section 5.
 
     Section 5.2. Liquidation Rights. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
corporation, the holders of each share of Series C Preferred Stock shall be
entitled to receive, prior and in preference to all preferential amounts to be
paid to the holders of Series A Preferred Stock and the holders of Series B
Preferred Stock and prior and in preference to any distribution of any of the
assets or surplus funds of the corporation, by reason of their ownership of
Series C Preferred Stock, an amount equal to $8.69 per share, plus an amount
equal to all declared by unpaid dividends to and including the date full payment
shall be tendered to the holders of the Series C Preferred Stock with respect to
such liquidation, dissolution or winding up.
 
     All of the preferential amounts to be paid to the holders of the Series C
Preferred Stock, the Series A Preferred Stock and the Series B Preferred Stock
pursuant to Section 5.2 herein and shall be paid or set apart for payment before
the payment or setting apart for payment of any amount for, or the distribution
of any assets of the corporation to, the holders of the Common Stock in
connection with such liquidation, dissolution or winding up. After the payment
or the setting apart of payment to the holders of the Series C Preferred Stock,
the holders of the Series A Preferred Stock and the holders of the Series B
Preferred Stock of the preferential amounts so payable to them, the holders of
Common Stock shall be entitled to receive all remaining assets of the
corporation.
 
     If the assets or surplus funds to be distributed to the holders of Series C
Preferred Stock are insufficient to permit the payment to such holders of their
full preferential amount, the assets and surplus funds legally available for
distribution shall be distributed ratably among the holders of such series of
Preferred Stock in proportion to the full preferential amount each such holder
is otherwise entitled to receive. A consolidation or merger of the corporation
or a sale of all or substantially all of the assets of the corporation shall be
regarded as a liquidation, dissolution or winding up of the affairs of the
corporation within the meaning of this Section 5.2; provided, however, that each
holder of any such series of Preferred Stock shall have the right to elect the
benefits of the provisions of Section 5.3(d)(vii) hereof in lieu of receiving
payment in liquidation, dissolution or winding up of the corporation pursuant to
this Section 5.2.
 
     Section 5.3. Conversion. The holders of the Series C Preferred Stock shall
have conversion rights as follows (the as used in this Section 5, "Conversion
Rights"):
 
     (a) Right to Convert. Each share of Series C Preferred Stock shall be
convertible at the option of the holder thereof at any time after the date of
issuance and without the payment of any additional consideration therefor into
that number of fully paid and nonassessable shares of Common Stock as is
determined by dividing $8.69 by the Conversion Price for the Series C
 
 
                               -4A-15 of 26 pages-
<PAGE>
Preferred Stock. The "Conversion Price" for Series C Preferred Stock is the
price at which shares of Common Stock shall be deliverable upon conversion of
any shares of the Series C Preferred Stock (determined as hereinafter provided)
in effect at the time of conversion. The Conversion Price shall initially be
$8.69 per share of Common Stock. The initial Conversion Price shall be subject
to adjustment (in order to adjust the number of shares of Common Stock into
which the corresponding series of Preferred Stock is convertible) as hereinafter
provided. Each person so converting shares of Series C Preferred Stock shall be
entitled to all declared but unpaid dividends up to the time of the conversion.
Such dividends shall be calculated pursuant to Section 5.6 hereof and shall be
paid to each such person within thirty (30) days of the date of conversion in
cash or, at the option of the corporation, by the issuance of additional shares
of Common Stock at the Conversion Price in effect at the time of conversion.
 
     (b) Automatic Conversion. Each share of Series C Preferred Stock shall
automatically be converted into shares of Common Stock at the then effective
Conversion Price for such series upon the closing of a firm commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act of 1933, as amended, covering the offer and sale of
Common Stock for the account of the corporation to the public at a public
offering price of at least $13.77 per share [with such amount to be
appropriately adjusted in the event of any stock dividend, stock distribution or
subdivision as provided in Section 5.3(d)(vi) hereof] and having an aggregate
offering price to the public resulting in gross proceeds to the corporation of
not less than $5,000,000. The person(s) entitled to receive Common Stock
issuable upon such conversion of any such Series C Preferred Stock shall not be
deemed to have converted such Series C Preferred Stock until immediately prior
to the closing of such offering. Each person who holds of record Series C
Preferred Stock immediately prior to such automatic conversion shall be entitled
to all declared but unpaid dividends up to the time of the automatic conversion.
Such dividends shall be calculated pursuant to Section 5.6 hereof and shall be
paid to all such holders within thirty (30) days of the automatic conversion in
cash or, at the option of the corporation, by the issuance of additional shares
of Common Stock at the Conversion Price in effect at the time of conversion.
 
     (c) Mechanics of Conversion. No fractional shares of Common Stock shall be
issued upon conversion of Series C Preferred Stock. In lieu of any fractional
shares to which the holder would otherwise be entitled, the corporation shall
pay cash equal to such fraction multiplied by the then effective Conversion
Price for any Series C Preferred Stock being converted. Before any holder of
Series C Preferred Stock shall be entitled to convert the same into full shares
of Common Stock, he shall surrender the certificate or certificates therefor,
duly endorsed, at the office of the corporation or of any transfer agent for
Series C Preferred Stock, and shall give written notice to the corporation at
such office that he elects to convert the same and shall state therein his name
or the name of his nominees in which he wishes the certificate or certificates
for shares of Common Stock to be issued, together with the applicable federal
taxpayer identification number. The corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Series C
Preferred Stock, or to his nominee or nominees, a certificate or certificates
for the number of shares of Common Stock to which he shall be entitled, together
with cash in lieu of any fraction of a share. Such conversion shall be deemed to
have been made immediately prior to the close of business on the date of such
surrender of the shares of Series C Preferred Stock to be converted, and the
person or persons entitled to receive the shares of
 
 
                               -4A-16 of 26 pages-
<PAGE>
Common Stock issuable upon conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.
 
     (d) Adjustments to Conversion Price for Diluting Issues:
 
          (i) Special Definitions. For purposes of this Section 5.3(d), the
     following definitions shall apply:
 
               (1) "Option" shall mean rights, options or warrants to subscribe
          for, purchase or otherwise acquire either Common Stock or Convertible
          Securities other than option or warrants issued to officers, directors
          or employees of, or consultant to, the corporation and approved by the
          Board of Directors and a majority of the directors designated for
          election or elected by the holders of one or more series of Preferred
          Stock.
 
               (2) "Original Issue Date" shall mean the date on which the first
          share of Series C Preferred Stock was issued.
 
               (3) "Convertible Securities" shall mean any evidences of
          indebtedness, shares (other than Common Stock, Series A Preferred
          Stock, Series B Preferred Stock and Series C Preferred Stock) or other
          securities directly or indirectly convertible into or exchangeable for
          Common Stock.
 
               (4) "Additional Shares of Common Stock" shall mean all shares of
          Common Stock issued (or, pursuant to Section 5.3(d)(iii) hereof,
          deemed to be issued) by the corporation after the Original Issue Date,
          other than shares of Common Stock issued or issuable:
 
                    (A) upon conversion of shares of Series A Preferred Stock,
               Series B Preferred Stock or Series C Preferred Stock;
 
                    (B) to officers, directors or employees of, or consultants
               to, the corporation pursuant to action by the Board of Directors
               prior to the Original Issue Date, and pursuant to a stock
               purchase or option plan or other employee or director stock
               incentive or compensation program (collectively, the "Plans")
               approved by the Board of Directors and a majority of the
               directors designated for election or elected by the holders of
               one or more series of Preferred Stock; or
 
                    (C) by way of dividend or other distribution on shares of
               Common Stock excluded from the definition of Additional Shares of
               Common Stock by the foregoing clauses (A) and (B) or this clause
               (C) or on shares of Common Stock so excluded.
 
          (ii) No Adjustment of Conversion Price. No adjustment in the number of
     shares of Common Stock into which the Series C Preferred Stock is
     convertible shall be made by adjustment in the Conversion Price in respect
     of the issuance of Additional Shares of Common Stock or otherwise, unless
     the consideration per share for such
 
 
                               -4A-17 of 26 pages-
<PAGE>
     Additional Shares of Common Stock issued or deemed to be issued by the
     corporation is less than the Conversion Price in effect on the date of, and
     immediately prior to, the issue of such Additional Shares. The holders of
     Series C Preferred Stock waive any and all rights (which may have been
     waived by such holders pursuant to Section 10.4 of the Series C Preferred
     Stock Purchase Agreement dated May 7, 1991) to adjustment of the Conversion
     Price pursuant to this Section 5.3(d) which they have by virtue or the
     Company's Restated Articles of Organization, as amended, with respect to
     the issuance of the Right to Technology Funding Partners or to the issuance
     of any shares of Common Stock to Technology Funding upon the exercise of
     such Right.
 
               (iii) Issue of Securities Deemed Issue of Additional Shares of
          Common Stock.
 
                    (1) Options and Convertible Securities. In the event the
               corporation at any time or from time to time after the Original
               Issue Date shall issue any Options or Convertible Securities or
               shall fix a record date for the determination of holders of any
               class of securities entitled to receive any such Options or
               Convertible Securities, then the maximum number of shares (as set
               forth in the instrument relating thereto without regard to any
               provisions contained therein for a subsequent adjustment of such
               number) of Common Stock issuable upon the exercise of such
               Options or, in the case of Convertible Securities and Options
               therefor, the conversion or exchange of such Convertible
               Securities, shall be deemed to be Additional Shares of Common
               Stock issued as of the time of such issue or, in case such a
               record date shall have been fixed, as of the close of business on
               such record date, provided that Additional Shares of Common Stock
               shall not be deemed to have been issued unless the consideration
               per share (determined pursuant to Section 5.3(d)(v) hereof) of
               such Additional Shares of Common Stock would be less than the
               Conversion Price in effect on the date of and immediately prior
               to such issue, or such record date, as the case may be, and
               provided further that in any such case in which Additional Shares
               of Common Stock are deemed to be issued:
 
                    (A) no further adjustment in such Conversion Price shall be
               made upon the subsequent issue of Convertible Securities or
               shares of Common Stock upon the exercise of such Options or
               conversion or exchange of such Convertible Securities;
 
                    (B) if such options or Convertible Securities by their terms
               provide, with the passage of time or otherwise, for any increase
               in the consideration payable to the corporation, or decrease in
               the number of shares of Common Stock issuable, upon the exercise,
               conversion or exchange thereof, the Conversion Price computed
               upon the original issue of such Options or Convertible Securities
               (or upon the occurrence of a record date with respect thereto),
               and any subsequent adjustments based thereon, shall, upon any
               such increase or decrease becoming effective, be recomputed to
               reflect such increase or decrease insofar as it affects such
               Options or the rights of conversion or exchange under such
               Convertible Securities;
 
 
                               -4A-18 of 26 pages-
<PAGE>
                    (C) upon the expiration of any such Options or any rights of
               conversion or exchange under such Convertible Securities which
               shall not have been exercised, the Conversion Price Stock
               computed upon the original issue of such Options or Convertible
               Securities (or upon the occurrence of a record date with respect
               thereto) and any subsequent adjustments based thereon shall, upon
               such expiration, be recomputed as if:
 
                         (I) in the case of Convertible Securities or Options
                    for Common Stock, the only Additional Shares of Common Stock
                    issued were the shares of Common Stock, if any, actually
                    issued upon the exercise of such Options or the conversion
                    or exchange of such Convertible Securities and the
                    consideration received therefor was the consideration
                    actually received by the corporation for the issue of all
                    such Options, whether or not exercised, plus the
                    consideration actually received by the corporation upon such
                    exercise or for the issue of all such Convertible Securities
                    which were actually converted or exchanged, plus the
                    additional consideration, if any, actually received by the
                    corporation upon such conversion or exchange, and
 
                         (II) in the case of Options for Convertible Securities,
                    only the Convertible Securities, if any, actually issued
                    upon the exercise thereof were issued at the time of issue
                    of such Options, and the consideration received by the
                    corporation for the Additional Shares of Common Stock deemed
                    to have been then issued was the consideration actually
                    received by the corporation for the issue of all such
                    Options, whether or not exercised, plus the consideration
                    deemed to have been received by the corporation [determined
                    pursuant to Section 5.3(d)(v) hereof] upon the issue of the
                    Convertible Securities with respect to which such Options
                    were actually exercised;
 
               (D) no recomputation pursuant to clause (B) or (C) above shall
          have the effect of increasing such Conversion Price to an amount which
          exceeds the lower of (i) the Conversion Price on the original
          adjustment date, or (ii) the Conversion Price that would have resulted
          from any issuance of Additional Shares of Common Stock between the
          original adjustment date and such readjustment date;
 
               (E) in the case of any Options which expire by their terms not
          more than thirty (30) days after the date of issue thereof, no
          adjustment of such Conversion Price shall be made until the expiration
          or exercise of all such Options, whereupon such adjustment shall be
          made in the same manner provided in clause (C) above; and
 
 
                               -4A-19 of 26 pages-
<PAGE>
               (F) if such record date shall have been fixed and such Options or
          Convertible Securities are not issued on the date fixed therefor, the
          adjustment previously made in such Conversion Price which became
          effective on such record date shall be cancelled as of the close of
          business on such record date, and thereafter such Conversion Price
          shall be adjusted pursuant to this Section 5.3(d)(iii) as of the
          actual date of their issuance.
 
          (2) Stock Dividends, Stock Distributions and Subdivisions. In the
     event the corporation at any time or from time to time after the Original
     Issue Date shall declare or pay any dividend or make any other distribution
     on the Common Stock payable in Common Stock, or effect a subdivision of the
     outstanding shares of Common Stock (by reclassification or otherwise than
     by payment of a dividend in Common Stock), then and in any such event,
     Additional Shares of Common Stock shall be deemed to have been issued:
 
               (A) in the case of any such dividend or distribution, immediately
          after the close of business on the record date for the determination
          of holders of any class of securities entitled to receive such
          dividend or distribution, or
 
               (B) in the case of any such subdivision, at the close of business
          on the date immediately prior to the date upon which such corporate
          action becomes effective.
 
          If such record date shall have been fixed and such dividend shall not
     have been fully paid on the date fixed therefor, the adjustment previously
     made in the respective Conversion Price which became effective on such
     record date shall be cancelled as of the close of business on such record
     date, and thereafter such Conversion Price shall be adjusted pursuant to
     this Section 5.3(d)(iii) as of the time of actual payment of such dividend.
 
     (iv) Adjustment of Conversion Price Upon Issuance of Additional Shares of
Common Stock. In the event the corporation shall issue Additional Shares of
Common Stock [including Additional Shares of Common Stock deemed to be issued
pursuant to Section 5.3(d)(iii) hereof, but excluding Additional Shares of
Common Stock issued pursuant to Section 5.3(d)(iii)(2), which event is dealt
with in Section 5.3(d)(vi)] without consideration or for a consideration per
share less than the Conversion Price in effect on the date of and immediately
prior to such issue, then and in each such event, such Conversion Price shall be
reduced, concurrently with such issue in order to increase the number of shares
of Common Stock into which the Series C Preferred Stock is convertible to a
price (calculated to the nearest cent) determined by multiplying such Conversion
Price by a fraction (x) the numerator of which shall be (A) the number of shares
of Common Stock outstanding immediately prior to such issue (including shares of
Common Stock issuable upon conversion of any outstanding Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock or Convertible
Securities and upon the exercise of any Options), plus (B) the number of shares
of Common Stock which the aggregate consideration received by the corporation
for the total number of Additional
 
 
                               -4A-20 of 26 pages-
<PAGE>
Shares of Common Stock so issued would purchase at such Conversion Price, and
(y) the denominator of which shall be (A) the number of shares of Common Stock
outstanding immediately prior to such issue (including shares of Common Stock
issuable upon conversion of any outstanding Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock or Convertible Securities and upon the
exercise of any Options), plus (B) the number of such Additional Shares of
Common Stock so issued, provided that such Conversion Price shall not be so
reduced at such time if the amount of such reduction would be an amount less
than $0.05, but any such amount shall be carried forward and reduction with
respect thereto made at the time of and together with any subsequent reduction
which, together with such amount and any other amount or amounts so carried
forward, shall aggregate $0.05 or more.
 
     (v) Determination of Consideration. For purposes of this Section 5.3(d),
the consideration received by the corporation for the issue of any Additional
Shares of Common Stock shall be computed as follows:
 
          (1) Cash and Property: Such consideration shall:
 
               (A) insofar as it consists of cash, be computed at the aggregate
          amount of cash received by the corporation excluding amounts paid or
          payable for accrued interest or accrued dividends;
 
               (B) insofar as it consists of property other than cash, be
          computed at the fair value thereof at the time of such issue, as
          determined in good faith by the Board of Directors; and
 
               (C) in the event Additional Shares of Common Stock are issued
          together with other shares or securities or other assets of the
          corporation for consideration which covers both, by the proportion of
          such consideration so received, computed as provided in clauses (A)
          and (B) above, as determined in good faith by the Board of Directors.
 
          (2) Options and Convertible Securities. The consideration per share
     received by the corporation for Additional Shares of Common Stock deemed to
     have been issued pursuant to Section 5.3(d)(iii)(1) above, relating to
     Options and Convertible Securities, shall be determined by dividing
 
               (x) the total amount, if any, received or receivable by the
          corporation as consideration for the issue of such Options or
          Convertible Securities, plus the minimum aggregate amount of
          additional consideration (as set forth in the instruments relating
          thereto, without regard to any provision contained therein for a
          subsequent adjustment of such consideration until such subsequent
          adjustment occurs) payable to the corporation upon the exercise of
          such Options or the conversion or exchange of such Convertible
          Securities or in the case of Options for Convertible Securities, the
          exercise of such Options for Convertible
 
 
                               -4A-21 of 26 pages-
<PAGE>
          Securities and the conversion or exchange of such Convertible
          Securities, by
 
               (y) the maximum number of shares of Common Stock (as set forth in
          the instruments relating thereto, without regard to any provision
          contained therein for a subsequent adjustment of such number until
          such subsequent adjustment occurs) issuable upon the exercise of such
          Options or the conversion or exchange of such Convertible Securities.
 
     (vi) Adjustment for Dividends, Distributions, Subdivisions, Combinations or
Consolidation of Common Stock.
 
          (1) Stock Dividends, Distributions or Subdivisions. In the event the
     corporation shall issue Additional Shares of Common Stock pursuant to
     Section 5.3(d)(iii)(2) hereof in a stock dividend, stock distribution or
     subdivision, the Conversion Price in effect immediately prior to such stock
     dividend, stock distribution or subdivision shall, concurrently with the
     effectiveness of such stock dividend, stock distribution or subdivision, be
     proportionately decreased.
 
          (2) Combinations or Consolidations. In the event the outstanding
     shares of Common Stock shall be combined or consolidated, by
     reclassification or otherwise, into a lesser number of shares of Common
     Stock, the Conversion Price in effect immediately prior to such combination
     or consolidation shall, concurrently with the effectiveness of such
     combination or consolidation, be proportionately increased.
 
 
                               -4A-22 of 26 pages-
<PAGE>
          (vii) Adjustment for Merger or Reorganization. In case of any
     consolidation or merger of the corporation with or into another corporation
     or the conveyance of all or substantially all of the assets of the
     corporation to another corporation, each share of Series C Preferred Stock
     shall thereafter be convertible into the number of shares of stock or other
     securities or property to which a holder of the number of shares of Common
     Stock of the corporation deliverable upon conversion of Series C Preferred
     Stock would have been entitled upon such consolidation, merger or
     conveyance. In any such case, appropriate adjustment (as determined by the
     Board of Directors) shall be made in the application of the provisions
     herein set forth with respect to the rights and interest thereafter of the
     holders of Series C Preferred Stock, to the end that the provisions set
     forth herein (including provisions with respect to changes in and other
     adjustments of the Conversion Price) shall thereafter be applicable, as
     nearly as reasonably may be, in relation to any shares of stock or other
     property thereafter deliverable upon the conversion of the Series C
     Preferred Stock. Each holder of Series C Preferred Stock upon the
     occurrence of a capital reorganization, merger or consolidation of the
     corporation or the sale of all or substantially all its assets and
     properties as such events are more fully set forth in the first paragraph
     of this Section 5.3(d)(vii), shall have the option of electing treatment of
     his shares of Series C Preferred Stock under either this Section
     5.3(d)(vii) or Section 5.2 hereof, notice of which election shall be
     submitted in writing to the corporation at its principal offices no later
     than five (5) days before the effective date of such event.
 
     (e) No Impairment. The corporation will not, by amendment of its Restated
Articles of Organization or through any reorganization, transfer of assets,
consolidation, merger, dissolution issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the corporation but will at
all times in good faith assist in the carrying out of all the provisions of this
Section 5.3 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series C Preferred Stock against impairment.
 
     (f) Certificate as to Adjustments. Upon the occurrence of each adjustment
or readjustment of the Conversion Price pursuant to this Section 5.3, the
corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Series C Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The corporation shall, upon the written request at any
time of any holder of Series C Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price at the time in effect, and (iii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of Series C Preferred Stock.
 
     (g) Notices of Record Date. In the event of (i) any taking by the
corporation of a record date of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or (ii) any capital reorganization of the
corporation, any reclassification or recapitalization of the capital stock of
the corporation, any merger or consolidation of the corporation, and any
transfer of all or substantially all of the assets of the corporation to any
other corporation, or any other entity or
 
 
                               -4A-23 of 26 pages-
<PAGE>
person, or any voluntary or involuntary dissolution, liquidation or winding up
of the corporation, the corporation shall mail to each holder of Series C
Preferred Stock at least ten (10) days prior to the record date specified
therein, a notice specifying (A) the date on which any such record is to be
taken for the purpose of such dividend or distribution and a description of such
dividend or distribution, (B) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (C) the time, if any, that is to
be fixed, as to when the holders of record of Common Stock (or other securities)
shall be entitled to exchange their shares of Common Stock (or other securities)
for securities or other property deliverable upon such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up.
 
     (h) Common Stock Reserved. The corporation shall reserve and keep available
out of its authorized but unissued Common Stock such number of shares of Common
Stock as shall from time to time be sufficient to effect conversion of the
Series C Preferred Stock.
 
     (i) No Reissuance. No share or shares of Series C Preferred Stock acquired
by the corporation by reason of purchase, conversion or otherwise shall be
reissued, and all such shares shall be cancelled, retired and eliminated from
the shares which the corporation shall be authorized to issue. The corporation
may from time to time take such appropriate action as may be necessary to reduce
the authorized number of shares of the Series C Preferred Stock.
 
     Section 5.4. Voting Rights.
 
     (a) The holders of shares of Series C Preferred Stock shall be entitled to
notice of any stockholders' meeting and to vote upon any matter submitted to the
stockholders for a vote, as though the Common Stock and all series of Preferred
Stock constituted a single class of stock, except with respect to those matters
on which the Massachusetts Corporation Law requires that a vote must be by a
separate class or classes or by separate series, as to which each such class or
series shall have the right to vote in accordance with such law, and except as
provided in Section 5.4(b) hereof, on the following basis: holders of Series C
Preferred Stock shall have that number of votes per shares as is equal to the
number of shares of Common Stock into which each such share of Series C
Preferred Stock held by such holder is then convertible.
 
     (b) (i) If the corporation shall fail to pay dividends on the Series C
Preferred Stock in accordance with Section 5.5 hereof, then the holders of
Series C Preferred Stock shall, upon notice from holders of at least twenty-five
percent (25%) of the total outstanding shares of (A) Series C Preferred Stock
and (B) all other series of Preferred Stock as to which the corporation shall
have failed to pay dividends thereon in accordance with Section 4.5 hereof (or
comparable provisions applicable to such series of Preferred Stock), have, in
each instance, the right to call a special meeting of stockholders of the
Corporation at which the holders of such series (one or more) of Preferred Stock
represented in person or by proxy at such meeting shall have the right, voting
as a single class, to elect a sufficient number of directors to the Board of
Directors of the corporation so that the directors so elected to the Board of
Directors (the "Preferred Directors") represent a majority of the Board. The
number of the members of the Board of Directors shall accordingly be increased
at the meeting and the Preferred Directors shall seek to expeditiously correct
or nullify the action giving rise to their election (an "Initiating Action"), at
which time they shall (so long as no other Initiating Action shall have occurred
and
 
 
                               -4A-24 of 26 pages-
<PAGE>
be continuing) resign or be subject to removal by vote of all of the
stockholders of the corporation in accordance with Section 5.4(a) hereof. The
contingent rights of the holders of shares of Series C Preferred Stock shall
thereupon cease and expire, subject to renewal from time to time upon the same
terms and conditions contained herein and the number of the members of the Board
of Directors shall be accordingly reduced.
 
                  (ii) Any director who shall have been elected by holders of
one or more series of Preferred Stock or by any director so elected as herein
contemplated, may be removed at any time prior to correction or nullification of
the Initiating Action, either with or without cause, by, and only by, the
affirmative votes of the holders of a majority of the outstanding shares of such
series of Preferred Stock given at a special meeting of such stockholders called
for the purpose, and any vacancy thereby created may be filled during such
period by the holders of such series of Preferred Stock, present in person or
represented by proxy at such meeting. Any director to be elected by the Board of
Directors of the corporation to replace a director elected by holders of such
series of Preferred Stock, or elected by a director as in this sentence
provided, and who dies, resigns, or otherwise ceases to be a director shall,
except as otherwise provided in the preceding sentence, be elected by the
remaining directors theretofore elected by such holders.
 
     (c) The holders of Series C Preferred Stock and the holders of Common Stock
shall be entitled to vote upon the election of directors on the following basis:
so long as at least 100,000 shares of Series C Preferred Stock shall be
outstanding (as adjusted for all subdivisions and combinations), the holders of
Series C Preferred Stock issued and outstanding shall be entitled to elect one
director.
 
     Section 5.5. Dividend Rights.
 
     (a) The holders of the then outstanding shares of Series C Preferred Stock
shall be entitled to receive, when and as declared by the Board of Directors,
out of funds legally available therefor, cumulative cash dividends at the annual
rate of $0.36 per share, commencing in the first quarter after the first period
of three consecutive fiscal quarters in which the corporation's net after-tax
income, calculated in accordance with generally accepted accounting principles,
exceeds five times the quarterly pro rata portion of the dividend on all then
outstanding shares of Series C Preferred Stock and any other series of Preferred
Stock entitled to receive dividends other than dividends equal (determined on
the basis of the number of shares of Common Stock into which such series of
Preferred Stock is then convertible) to any dividend paid on Common Stock.
Dividends shall be cumulative and shall accrue, whether or not declared, from
and after such calendar quarter. In addition, the holders of outstanding shares
of Series C Preferred Stock shall be entitled to receive a dividend equal
(determined on the basis of the number of shares of Common Stock into which a
share of Series C Preferred Stock then is convertible) to any dividend paid on
Common Stock.
 
     (b) Notwithstanding any provisions in Section 5.5(a) hereof, dividends
which have accrued on the Series C Preferred Stock but have not been paid prior
to an automatic conversion pursuant to Section 5.3(b) hereof shall be payable
within thirty (30) days of the Closing, as defined in Section 5.3(b), to each
record holder of Series C Preferred Stock immediately prior to the automatic
conversion.
 
 
                               -4A-25 of 26 pages-
<PAGE>
     Section 5.6. Covenants. So long as, at least 100,000 shares of Series C
Preferred Stock shall be outstanding (as adjusted for all subdivisions and
combinations), the corporation shall not, without first obtaining the
affirmative vote or written consent of not less than sixty-six and two-thirds
percent (66 2/3%) of such outstanding shares of the Series C Preferred Stock:
 
     (a) amend or repeal any provision of, or add any provision to, the
corporation's Restated Articles of Organization or By-Laws if such action would
alter or change the preferences, rights, privileges or powers of, or the
restrictions provided for the benefit of, the Series C Preferred Stock
generally; provided, however, that the corporation shall not take any such
action which would reduce or change the preferences, rights, privileges or
powers of or the restrictions provided for the benefit of the Series C Preferred
Stock without first obtaining the affirmative vote or written consent of not
less than sixty-six and two-thirds percent (66 2/3%) of the outstanding share of
Series C Preferred Stock;
 
     (b) reclassify any Common Stock into shares having any preference or
priority as to dividends or assets superior to or on a parity with any such
preference or priority of Series C Preferred Stock;
 
     (c) pay or declare any dividend or distribution on any shares of Common
Stock or apply any of its assets to the redemption, retirement, purchase or
other acquisition directly or indirectly, through subsidiaries, if any, or
otherwise, of any shares of Common Stock except from officers, directors or
employees of or consultants to the corporation upon termination of employment or
upon termination of any other relationship with the corporation and except as
pursuant to the corporation's rights of first refusal;
 
     (d) create any other class or classes of stock or series of Preferred Stock
having any preference or priority as to dividends or assets superior to or on a
parity with any such preference or priority of the Series C Preferred Stock; or
 
     (e) authorize any merger or consolidation of the corporation with or into
any other corporation or entity (except into or with a wholly-owned subsidiary
corporation with the requisite shareholder approval), or authorize the sale of
substantially all of the assets of the corporation.
 
 
 
 
                               -4A-26 of 26 pages-
 
<PAGE>
 
                              Continuation Sheet 6A
 
         6A.      STOCKHOLDER MEETINGS
 
         Meetings of the stockholders may be held anywhere within the United
States.
 
         6B.      INTERESTED TRANSACTIONS
 
         No contract or other transaction of this corporation with any other
person, corporation, association, or partnership shall be affected or
invalidated by the fact that (i) this corporation is a stockholder or partner in
such other corporation, association, or partnership, or (ii) any one or more of
the officers or directors of this corporation is an officer, director or partner
of such other corporation, association or partnership, or (iii) any officer or
director of this corporation, individually or jointly with others, is a party to
or is interested in such contract or transaction. Any director of this
corporation may be counted in determining the existence of a quorum at any
meeting of the board of directors for the purpose of authorizing or ratifying
any such contract or transaction, and may vote thereon, with like force and
effect as if he were not so interested or were not an officer, director, or
partner of such other corporation, association, or partnership.
 
         6C.      AUTHORITY
 
         The corporation may be a partner in any business enterprise which it
would have power to conduct itself.
 
         6D.      AMENDMENT OF RESTATED BY-LAWS
 
         The restated by-laws may provide that the directors may make, amend, or
repeal the restated by-laws in whole or in part, except with respect to any
provision thereof which by law, these articles of organization, or the restated
by-laws requires action by the stockholders.
 
         6E.      LIMITATION OF DIRECTOR LIABILITY
 
         A director shall not be liable to the corporation or its stockholders
for monetary damages for any breach of fiduciary duty as a director, except to
the extent that the elimination or limitation of liability is not permitted
under the Massachusetts Business Corporation Law as in effect when such
liability is determined. No amendment or repeal of this provision shall deprive
a director of the benefits hereof with respect to any act or omission occurring
prior to such amendment or repeal.
 
         6F.      INDEMNIFICATION
 
         1. Actions, Suits and Proceedings. The corporation shall indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was, or has agreed to become, a director or officer of the corporation, or is or
was serving, or has agreed to serve, at the request of the corporation, as a
director or officer of, or in a similar capacity with, another organization or
in any capacity with respect to any employee benefit plan of the corporation
(all such persons being referred to hereafter as an
<PAGE>
"Indemnitee"), or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses (including attorneys' fees), judgments
and fines incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, unless the Indemnitee shall be finally
adjudicated in such action, suit or proceeding not to have acted in good faith
in the reasonable belief that his action was in the best interests of the
corporation or, to the extent such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Notwithstanding anything to the
contrary in this Article, except as set forth in Section 5 below, the
corporation shall not indemnify an Indemnitee seeking indemnification in
connection with a proceeding (or part thereof) initiated by the Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
corporation.
 
         2. Settlements. The right to indemnification conferred in this Article
shall include the right to be paid by the corporation for amounts paid in
settlement of any such action, suit or proceeding and any appeal therefrom, and
all expenses (including attorneys' fees) incurred in connection with such
settlement, pursuant to a consent decree or otherwise, unless and to the extent
it is determined pursuant to Section 5 below that the Indemnitee did not act in
good faith in the reasonable belief that his action was in the best interests of
the corporation or, to the extent such matter relates to the service with
respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan.
 
         3. Notification and Defense of Claim. As a condition precedent to his
right to be indemnified, the Indemnitee must notify the corporation in writing
as soon as practicable of any action, suit, proceeding or investigation
involving him for which indemnity will or could be sought. With respect to any
action, suit, proceeding or investigation of which the corporation is so
notified, the corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the
corporation to the Indemnitee of its election so to assume such defense, the
corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim,
other than as provided below in this Section 3. The Indemnitee shall have the
right to employ his own counsel, in connection with such claim, but the fees and
expenses of such counsel incurred after notice from the corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the corporation, except
as otherwise expressly provided by this Article. The corporation shall not be
entitled, without the consent of Indemnitee, to assume the defense of any claim
brought by or in the right of the corporation or as to which counsel for the
Indemnitee shall have reasonably made the conclusion provided for in clause (ii)
above.
 
         4. Advance of Expenses. Subject to the provisions of Section 5 below,
in the event the corporation does not assume the defense pursuant to Section 3
of this Article of any action, suit, proceeding or investigation of which the
corporation receives notice under this Article, any
 
 
 
                              - 6A-2 of 6 pages -
<PAGE>
expenses (including attorneys' fees) incurred by an Indemnitee in defending a
civil or criminal action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the corporation in advance of the final disposition
of such matters, provided, however, that the payment of such expenses incurred
by an Indemnitee in advance of the final disposition of such matter shall be
made only upon receipt of an undertaking by or on behalf of the Indemnitee to
repay all amounts so advanced in the event that it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified by the
corporation as authorized in this Article. Such undertaking may be accepted
without reference to the financial ability of the Indemnitee to make such
repayment.
 
         5. Procedure for Indemnification. In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2 or 3 of this Article, the
Indemnitee shall submit to the corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the corporation of the written request
of the Indemnitee, unless the corporation determines, by clear and convincing
evidence, within such 60-day period that the Indemnitee did not meet the
applicable standard of conduct set forth in Section 1 or 2, as the case may be.
Such determination shall be made in each instance by (a) a majority vote of a
quorum of the directors of the corporation, (b) a majority vote of a quorum of
the outstanding shares of stock of all classes entitled to vote for directors,
voting as a single class, which quorum shall consist of stockholders who are not
at that time parties to the action, suit or proceeding in question, (c)
independent legal counsel (who may be regular legal counsel to the corporation),
or (d) a court of competent jurisdiction.
 
         6. Remedies. The right to indemnification or advances as granted by
this Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 5. Unless otherwise provided by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the corporation. Neither the failure of the corporation
to have made a determination prior to the commencement of such action that
indemnification is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct, nor an actual determination by the
corporation pursuant to Section 5 that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
The Indemnitee's expenses (including attorneys' fees) incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such proceeding shall also be indemnified by the corporation.
 
         7. Subsequent Amendment. No amendment, termination or repeal of this
Article or of the relevant provisions of Chapter 156B of the Massachusetts
General Laws or any other applicable laws shall affect or diminish in any way
the rights of any Indemnitee to indemnification under the provisions thereof
with respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.
 
 
                              - 6A-3 of 6 pages -
<PAGE>
         8. Other Rights. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or directors or otherwise, both as to action in his official capacity and as to
action in any other capacity while holding office for the corporation, and shall
continue as to an Indemnitee who has ceased to be a director or officer, and
shall inure to the benefit of the estate, heirs, executors and administrators of
the Indemnitee. Nothing contained in this Article shall be deemed to prohibit,
and the corporation is specifically authorized to enter into, agreements with
officers and directors providing indemnification rights and procedures different
from those set forth in this Article. In addition, the corporation may, to the
extent authorized from time to time by its Board of Directors, grant
indemnification rights to other employees or agents of the corporation or other
persons serving the corporation and such rights may be equivalent to, or greater
or less than, those set forth in this Article.
 
         9. Partial Indemnification. If an Indemnitee is entitled under any
provision of this Article to indemnification by the corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.
 
         10. Insurance. The corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the corporation or another organization or employee benefit plan against any
expense, liability or loss incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under Chapter 156B
of the Massachusetts General Laws.
 
         11. Merger or Consolidation. If the corporation is merged into or
consolidated with another corporation and the corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.
 
         12. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.
 
         13. Subsequent Legislation. If the Massachusetts General Laws are
amended after adoption of this Article to expand further the indemnification
permitted to Indemnitees, then the corporation shall indemnify such persons to
the fullest extent permitted by the Massachusetts General Laws, as so amended.
 
 
                              - 6A-4 of 6 pages -
<PAGE>
         6G.      CLASSIFIED BOARD OF DIRECTORS
 
         This Article is inserted for the management of the business and for the
conduct of the affairs of the corporation.
 
         1. Number of Directors. Subject to the rights of the holders of
Undesignated Preferred Stock of the corporation then outstanding to elect
additional directors under specified circumstances, the number of directors of
the corporation shall not be less than three. The exact number of directors
within the limitation specified in the preceding sentence shall be fixed from
time to time pursuant to a resolution adopted by the Board of Directors.
 
         2. Classes of Directors. The Board of Directors shall be and is divided
into three classes: Class I, Class II and Class III. No one class shall have
more than one director more than any other class. If a fraction is contained in
the quotient arrived at by dividing the designated number of directors by three,
then, if such fraction is one-third, the extra director shall be a member of
Class III, and if such fraction is two-thirds, one of the extra directors shall
be a member of Class III and one of the extra directors shall be a member of
Class II, unless otherwise provided from time to time by resolution adopted by
the Board of Directors.
 
         3. Election of Directors. Elections of directors need not be by written
ballot except as and to the extent provided in the Restated By-laws of the
corporation.
 
         4. Terms of Office. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; provided, however, that each initial director in Class I
shall serve for a term ending on the date of the annual meeting next following
the end of the Corporation's 1992 fiscal year; each initial director in Class II
shall serve for a term ending on the date of the annual meeting next following
the end of the Corporation's 1993 fiscal year; and each initial director in
Class III shall serve for a term ending on the date of the annual meeting next
following the end of the Corporation's 1994 fiscal year; and provided further,
that the term of each director shall be subject to the election and
qualification of his successor and to his earlier death, resignation or removal.
 
         5. Allocation of Directors Among Classes in the Event of Increases or
Decreases in the Number of Directors. In the event of any increase or decrease
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as a director of the class of which he is a member
and (ii) the newly created or eliminated directorships resulting form such
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent possible, consistent with the
foregoing rule, any newly created directorships shall be added to those classes
whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of office are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.
 
         6. Quorum; Action at Meeting. A majority of the directors at any time
in office shall constitute a quorum for the transaction of business. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for
 
 
                              - 6A-5 of 6 pages -
<PAGE>
each such director so disqualified, provided that in no case shall less than
one-third of the number of directors fixed pursuant to Section 1 above
constitute quorum. If at any meeting of the Board of Directors there shall be
less than such a quorum, a majority of those present may adjourn the meeting
from time to time. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors unless a greater number is
required by law, by the By-laws of the Corporation or by this Certificate of
Incorporation.
 
         7. Removal. Subject to the rights of the holders of any Preferred Stock
then outstanding, directors or the entire Board of Directors may be removed only
with cause, by the holders of two-thirds of the shares then entitled to vote at
an election of directors.
 
         8. 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 a vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for which such
director shall have chosen, subject to the election and qualification of his/her
successor and to his/her earlier death, resignation or removal.
 
         6H.      AMENDMENTS TO ARTICLES OF ORGANIZATION
 
         Notwithstanding any other provisions of law, these Articles of
Organization or the Restated By-laws of the Corporation, and notwithstanding the
fact that a lesser percentage may be specified by law, the affirmative vote of
the holders of at least two-thirds (66-2/3%) of the votes which all stockholders
would be entitled to cast at an annual election of directors or class of
directors shall be required to amend or repeal, or to adopt any provision
inconsistent with Sections 6E, 6F and Paragraph 7 of Section 6G of these
Restated Articles of Organization.
 
 
 
                              - 6A-6 of 6 pages -
<PAGE>
         *We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization of the
corporation as heretofore amended, except amendments to the following articles
3, 4 and 6
 
 
 
         (*If there are no such amendments, state "None").
 
 
                  Briefly describe amendments in space below:
 
                                See Attachment B
 
 
 
 
         IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 22nd day of January in the year 1992.
 
       /s/Steven J. Lee                                              President
-----------------------------------------------------------
 
       /s/Eric G. Walters                                            Clerk
-----------------------------------------------------------
<PAGE>
                                                                    Attachment B
 
         Article 3 was amended to increase authorized capital stock, both common
and preferred.
 
         Article 4 was amended and restated in its entirety to modify the
preferences, voting powers and special or relative rights and privileges of the
Company's Common Stock, including the following:
 
         (1) insert a new Section 2 providing for 2,000,000 shares of
undesignated preferred stock;
 
         (2) amending Section 3 (previously Section 2) to provide for designated
preferred stock of Series A Preferred Stock, Series B Preferred Stock and Series
C Preferred Stock, including reducing the number of shares designated as Series
C Preferred Stock from 520,000 to 502,183 shares;
 
         (3) deleting Section 3.4 providing for redemption rights for the Series
A Preferred Stock and Series B Preferred Stock;
 
         (4) amending Sections 4.4 and 5.4 to provide that preferred stock which
has been converted may not be reissued; and
 
         (5) other conforming changes with respect to the rights and preferences
of the Company's capital stock.
 
         Article 6 was amended to add new Section 6F providing for
indemnification, new Section 6G providing for the classification of the Board of
Directors and a new Section 6H requiring two-thirds vote for certain corporate
actions.
<PAGE>
                        THE COMMONWEALTH OF MASSACHUSETTS
 
                        RESTATED ARTICLES OF ORGANIZATION
                    (GENERAL LAWS, CHAPTER 156B, SECTION 74)
 
                   I hereby approve the within restated articles of
                organization and, the filing fee in the amount of
                 $20,132.19 having been paid, said articles are
                     deemed to have been filed with me this
                           22nd day of January, 1992.
 
 
                                              /s/Michael Joseph Connolly
 
                                              MICHAEL JOSEPH CONNOLLY
                                                   SECRETARY OF STATE