The Commonwealth of Massachusetts

                                John F.X. Davoren
                          Secretary of the Commonwealth
                           State House, Boston, Mass.


                        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,   Richard Hyde,   President and
        Arthur T. Wasserman,  Clerk of

Hyde Athletic Industries, Inc.
(Name of Corporation)

located at 432 Columbia Street, Cambridge, Massachusetts

do  hereby  certify  that  the  following   restatement  of  the  articles  of
organization of the corporation was duly adopted at a meeting held on

 June  16,  1969 by vote of 245  shares  of  Common  Stock  out of 245  shares
----------------            -----------  -----------------         ---
outstanding,

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:

      Hyde Athletic Industries, Inc.

2. The purposes for which the corporation is formed are as follows:

      See attached sheet 2


<PAGE>



3.    The total number of shares and the par value of 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              0                 500,000             $1.00
      Common                 0               2,500,000             $1.00

*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 attached pages 3A - 3D

*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

      (* If there are no such provisions, state "None")


*6.   Other  lawful  provision,  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:

      The directors may make,  amend, or repeal the By-laws in whole or in part,
      except with respect to any  provision  thereof which by law or the By-laws
      requires action by the stockholders.

      Meetings of the  stockholders  of the  corporation may be held anywhere in
      the United States.

      To  manufacture,  buy,  sell and  otherwise  deal in and with all kinds of
      footwear (including, without limitation, boots, shoes, overshoes, slippers
      and all  kinds of  athletic  footwear),  both on its own  account  and for
      others.

      To  acquire,  hold,  lease or  dispose  of any real  estate  necessary  or
      incidental to the business of the corporation.

      To manufacture,  purchase or otherwise acquire,  invest in, own, mortgage,
      pledge,  sell, assign and transfer or otherwise dispose of, trade, deal in
      and deal with goods,  wares,  merchandise  and personal  property of every
      class and description.

      To enter into,  make and perform  contracts of every kind and  description
      with any person, firm,  association,  corporation,  municipality,  county,
      state, body politic or government or colony or dependency thereof.

      To borrow and lend money and negotiate  loans; to draw,  accept,  endorse,
      buy  and  sell  promissory  notes,  bonds,  stocks,  debentures,  coupons,
      mortgages and other securities.

      To subscribe for, take, acquire,  hold, sell, exchange and deal in shares,
      stocks,  bonds,  mortgages,   obligations  and  other  securities  of  any
      government  authority or company; to form,  promote,  subsidize and assist
      companies  syndicates,  or  partnerships  of all kinds and to finance  and
      refinance the same.

      In general,  to do any act  necessary or incidental to the conduct of said
      business  and  in  the   transaction   of  the   foregoing   business  and
      undertakings,  or any of them,  to carry on any  other  business,  whether
      manufacturing  or  otherwise,  and do any  other  thing  permitted  by all
      present and future laws of the Commonwealth of Massachusetts applicable to
      business corporations;  and to carry on any business permitted by the laws
      of the  Commonwealth  of  Massachusetts  to a corporation  organized under
      Chapter 156B.

      (a) the shares of Preferred Stock may be divided into and issued in one or
      more series of any number of shares,  provided that the aggregate  numbers
      of shares outstanding of all such series shall not exceed the total number
      of shares of Preferred Stock  authorized by the Articles of  Organization.
      Each series of Preferred Stock shall be distinctively  designated.  Except
      as  otherwise  herein  stated,  all series of  Preferred  Stock shall rank
      equally and be identical in all respects.  Each share of a series shall be
      identical in all respects with all other shares of such series.

      (b) the Board of Directors  shall have  authority by vote to establish and
      designate  each series of  Preferred  Stock and the number of shares which
      shall constitute each series (which number may be increased  (except where
      otherwise  provided by the Board of Directors in creating  such series) or
      decreased (but not below the number of shares thereof then outstanding) by
      vote of the Board of  Directors),  and  therein to fix and  determine  the
      variations  in the relative  rights  preferences  as between the different
      series with respect to:

            (1) the annual rate or amount of dividends payable on shares of each
            series,    whether   such   dividends   shall   be   cumulative   or
            non-cumulative, the conditions upon which and/or the dates when such
            dividends  shall be  payable  and the date from which  dividends  on
            cumulative  series shall accrue and be  cumulative  on all shares of
            each series issued prior to the payment date for the first  dividend
            of each such series;

            (2) whether each series shall be  redeemable or callable and, if so,
            the terms and conditions of such  redemption or call,  including the
            time or times  when and the price or prices at which  shares of each
            series shall be redeemed,  or called,  and  including  the terms and
            conditions  of any  retirement  or sinking  fund for the purchase or
            redemption of shares of each series;

            (3) the  amount  payable  on shares  of each  series in the event of
            liquidation,  dissolution  or  winding  up of  the  affairs  of  the
            corporation;

            (4) whether each series shall be  convertible  into or  exchangeable
            for  shares of any  other  class,  or any  series of the same or any
            other class, and, if so, the terms and conditions  thereof including
            the date or dates  when such  shares  shall be  convertible  into or
            exchangeable  for  shares of any other  class,  or any series of the
            same or any other class, the price or prices or the rate or rates at
            which shares of each series shall be so convertible or exchangeable,
            and any adjustments  which shall be made, and the  circumstances  in
            which any such  adjustments  shall be made,  in such  conversion  or
            exchange prices or rates;

            (5) whether each series shall have any voting  rights in addition to
            those  prescribed  by law,  and, if so, the terms and  conditions of
            exercise of such voting rights;

            (6)  the  conditions  and  restrictions,  if any on the  payment  of
            dividends,  or on the  making  of  other  distributions  on,  or the
            purchase, redemption or other acquisition by, the corporation or any
            subsidiary,  of the Common Stock,  or of any other class,  (or other
            series  of the same  class)  ranking  junior  to the  shares of such
            series as to dividends or upon  liquidation,  dissolution or winding
            up;

            (7) the  conditions  and  restrictions,  if any, on the  creation of
            indebtedness of the  corporation or any subsidiary,  or on the issue
            of any  additional  stock  ranking on a parity  with or prior to the
            shares  of  each  series  as  to  dividends  or  upon   liquidation,
            dissolution or winding up; and

            (8) such  other  powers,  preferences  and  relative  participating,
            optional or other special rights, and qualifications, limitations or
            restrictions as shall not be  inconsistent  with any such resolution
            or resolutions previously adopted as to shares then still authorized
            or with the provisions of these Articles of Organization or with the
            laws of the Commonwealth of Massachusetts.

      (c)(1) So long as any shares of  Preferred  Stock of any  series  shall be
      outstanding,  the corporation will not declare or pay any dividends on the
      Common  Stock  (other than  dividends  payable  solely in shares of Common
      Stock)  or  make  any  distributions  of  any  kind,  either  directly  or
      indirectly,  in respect of shares of Common Stock,  or make any payment on
      account of the purchase,  redemption or other acquisition of Common Stock,
      unless on the payment,  distribution  or redemption  date, as the case may
      be, all dividends on the then outstanding shares of Preferred Stock of all
      series  for all past  dividends  periods  shall have been paid to the full
      extent of the preferences, if any, to which each series of Preferred Stock
      is entitled.

      (2) In case the corporation  shall not pay in full all dividends  required
      to be paid on all shares of all series of  cumulative  Preferred  Stock at
      the time  outstanding  to the full  extent of the  preference,  if any, to
      which each such cumulative series is entitled, all cumulative series which
      are of equal rank with  respect to such  dividend  preference  shall share
      ratably in the payment of dividends,  including  accumulations thereof, if
      any, in  proportion to the amounts that would be payable on such series if
      all dividends thereon were paid in full.  Accumulations of dividends shall
      not bear interest.

      (3) After the requirements with respect to preferential dividends upon all
      classes of capital stock,  and each series  thereof,  shall have been met,
      then and not  otherwise,  the holders of Common Stock shall be entitled to
      receive such dividends,  out of any remaining net profits or net assets of
      the  corporation  available  therefor,  when,  as and if  (subject  to the
      foregoing  provisions  of  this  Article  Fourth)  such  dividends  may be
      declared from time to time by the Board of Directors.  After  distribution
      in full of the  preferential  amounts to be  distributed to the holders of
      all  classes of stock,  and each series  thereof,  having more than parity
      with Common Stock upon  liquidation,  dissolution  or winding up, then, in
      the event of the  voluntary or  involuntary  liquidation,  dissolution  or
      winding up of the  corporation,  the holders of the Common  Stock shall be
      entitled to receive all the remaining assets of the corporation  available
      for distribution to its  stockholders  ratably in proportion to the number
      of shares of Common Stock held by them respectively.

      (4) A liquidation,  dissolution or winding up of the corporation,  as such
      terms are used herein,  or as may be used in any resolution or resolutions
      of the Board of  Directors  providing  for the issue of any series of this
      corporation's capital stock, shall not be deemed to be occasioned by or to
      include:

            (i)   any  consolidation or merger of the corporation with or into
            any other corporation or corporations, or

            (ii) any sale,  lease,  exchange or other  transfer of any or all of
            the assets of the corporation to another corporation or corporations
            pursuant  to a plan  which  shall  provide  for the  receipt  by the
            corporation or its stockholders,  as all or the major portion of the
            consideration  for  such  sale,  lease,  exchange  or  transfer,  of
            securities  of such  other  corporation  or  corporations  or if any
            company or companies  subsidiary  to,  controlled  by, or affiliated
            with such other corporation or corporations.


      (d) The authorized but unissued  shares of Common Stock and the authorized
      but  unissued   shares  of   Preferred   Stock  may  be  issued  for  such
      consideration,  not less than the par value thereof,  as may be fixed from
      time to time by the Board of Directors.

      (e)(1) Except as otherwise  determined  pursuant to authority of the Board
      of Directors as hereinbefore  provided, or by the Business Corporation Law
      of the  Commonwealth of  Massachusetts,  all voting rights shall be vested
      exclusively in the holders of the  outstanding  shares of Common Stock and
      each such holder  shall be entitled to one vote per share for all purposes
      for such share of Common Stock held of record by him.

      (2) Except as otherwise  determined  pursuant to authority of the Board of
      Directors as hereinbefore  provided, or by the Business Corporation Law of
      the  Commonwealth of  Massachusetts,  the holders of Preferred Stock shall
      not be  entitled  to vote for any  purpose  nor shall they be  entitled to
      notice of meetings of stockholders.

*We further certify that the foregoing restated articles of organization  effect
no amendments to the articles of  organization of the corporation as hereinunder
amended as amendments to the following articles.

(*If there are no such amendments, state "None")

                                      NONE

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 16th day of June in the year 1969.

/s/ Richard Hyde, President
/s/ Arthur T. Wasserman, Clerk



<PAGE>


The Commonwealth of Massachusetts

X 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 $75.00  having been paid,  said articles are deemed to have
been filed with me this 18th day of June, 1969

/s/ John Davoren

/s/ Kevin White

Secretary of the Commonwealth
State House, Boston, Mass.

TO BE FILLED IN BY CORPORATION
Photo copy of restated articles of organization to be
sent to:
Nutter, McClennen & Fish
75 Federal Street
Boston, Massachusetts 02110
Attn:  C. Alexander
Phone No. 423-7011

Copy mailed 6-20-69


<PAGE>


                        The Commonwealth of Massachusetts
                                John F.X. Davoren
                          Secretary of the Commonwealth
                           State House, Boston, Mass.

                        RESTATED ARTICLES OF ORGANIZATION

                     General Laws, Chapter 156B, Section 72


This certificate  must be submitted to the Secretary of the Commonwealth  within
sixty days after the date of the vote of  stockholders  adopting the  amendment.
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114. Make check payable to the Commonwealth of Massachusetts

                            ----------------------


  We,   Richard Hyde,   President and
        Arthur T. Wasserman,  Clerk of

Hyde Athletic Industries, Inc.
(Name of Corporation)

located at 432 Columbia Street, Cambridge, Massachusetts

do hereby certify that the following restatement of the articles of organization
of the corporation was duly adopted at a meeting held on July 8, 1969 by vote of

625,000 shares of Common Stock out of 625,000 shares outstanding,

being at least  two-thirds  of each class of stock  outstanding  and entitled to
vote  thereon  and of each class or series of stock whose  rights are  adversely
affected thereby:



<PAGE>


For increase in capital fill in the following:


The total amount of capital         ........ shares preferred with par value
stock already authorized is:        ........ shares common with par value
                                    ........   shares  preferred  without  par
value
                                    ........ shares common without par value


The amount of additional            ........ shares preferred with par value
capital stock authorized is:        ........ shares common with par value
                                    ........   shares  preferred  without  par
value
                                    ........ shares common without par value


<PAGE>



VOTED:      That the Restated  Articles of Organization of this  corporation be,
            and hereby are,  amended to reduce the  authorized  Common  Stock of
            this  corporation,  one dollar par value per share,  from  2,500,000
            shares to 2,425,000  shares,  such reduction to be  accomplished  by
            canceling and retiring 75,000 shares of Common Stock now held in its
            treasury.

VOTED:      That the  President  and the  Clerk of the  corporation  are  hereby
            authorized to execute proper Articles of Amendment setting forth the
            alteration and amendment in the Restated Articles of Organization of
            the corporation adopted at this meeting and the due adoption thereof
            and that such Articles of Amendment be submitted to the Secretary of
            the  Commonwealth  for his approval and filing and the proper fee be
            paid to him.


<PAGE>


The foregoing  amendment will become  effective when these articles of amendment
are filed in accordance with Chapter 156B,  Section 6 of the General Laws unless
these articles  specify,  in accordance with the vote adopting the amendment,  a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 8th day of July in the year 1969.

/s/ Richard Hyde, President

/s/ Arthur T. Wasserman, Clerk


<PAGE>


The Commonwealth of Massachusetts

ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)


I hereby approve the within restated  articles of  organization  and, the filing
fee in the amount of $25.00  having been paid,  said articles are deemed to have
been filed with me this 10th day of July, 1969

/s/ John Davoren

/s/ Kevin White

Secretary of the Commonwealth
State House, Boston, Mass.

TO BE FILLED IN BY CORPORATION
Photo copy of restated articles of organization to be
sent to:
Nutter, McClennen & Fish
75 Federal Street
Boston, Massachusetts 02110
Attn:  C. Alexander
Phone No. 423-7011

Copy mailed 7-14-69



<PAGE>


                        The Commonwealth of Massachusetts
                          Secretary of the Commonwealth
                        State House, Boston, Mass. 02133
                                   04-1465840
                              ARTICLES OF AMENDMENT
                     General Laws, Chapter 156B, Section 72


This certificate  must be submitted to the Secretary of the Commonwealth  within
sixty days after the date of the vote of  stockholders  adopting the  amendment.
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114. Make check payable to the Commonwealth of Massachusetts.

                            ----------------------


  We,  Leonard R. Fisher,     President and
       Joel A. Kozol,   Clerk of

Hyde Athletic Industries, Inc.
(Name of Corporation)

located at 432 Columbia Street, Cambridge, Massachusetts  02141

do hereby certify that the following  amendment to the articles of  organization
of the  corporation  was duly adopted at a meeting held on June 2, 1983, by vote
of

478,310 shares of Common Stock out of 825,210 shares outstanding,

being at least a majority of each class outstanding and entitled to vote
thereon.(1)


VOTED:  That a change of each share of the  Company's  authorized  Common Stock,
$1.00 par value, including all shares issued and outstanding,  into three shares
having a par value of $.33 1/3 each, and an increase of the Company's authorized
Common Stock from 2,425,000 shares,  $1.00 par value, to 7,275,000 shares,  $.33
1/3 par value, as heretofore authorized by the Company's Board of Directors, be,
and hereby are, in all respects  approved;  and the Company's Board of Directors
is hereby  authorized  and directed to take and/or to authorize all  appropriate
action to effectuate such stock split and increase of authorized capital stock.

(1) For amendment adopted pursuant to Chapter 156B, Section 70.







<PAGE>


The foregoing  amendment will become  effective when these articles of amendment
are filed in accordance with Chapter 156B,  Section 6 of the General Laws unless
these articles  specify,  in accordance with the vote adopting the amendment,  a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 2nd day of June in the year 1983.



/s/ Leonard R. Fisher, President
Leonard R. Fisher, President


/s/ Joel A. Kozol, Clerk
Joel A. Kozol, Clerk



The Commonwealth of Massachusetts

ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)


I hereby  approve the within  articles of  amendment  and, the filing fee in the
amount of  $2,425.00  having been paid,  said  articles  are deemed to have been
filed with me this 3rd day of June, 1983

/s/ Michael Joseph Connolly

Secretary of the Commonwealth
State House, Boston, Mass.

TO BE FILLED IN BY CORPORATION
Photo copy of restated articles of organization to be
sent to:
Scott N. Semel, Esquire
Friedman and Atherton
28 State Street, 19th Floor
Boston, Massachusetts 02109

Copy mailed 6-14-83



<PAGE>


                        The Commonwealth of Massachusetts
                               Michael J. Connolly
                          Secretary of the Commonwealth
                        State House, Boston, Mass. 02133
                                   04-1465840
                              ARTICLES OF AMENDMENT
                     General Laws, Chapter 156B, Section 72


This certificate  must be submitted to the Secretary of the Commonwealth  within
sixty days after the date of the vote of  stockholders  adopting the  amendment.
The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
Section 114. Make check payable to the Commonwealth of Massachusetts.

                            ----------------------


  We, Charles A. Gottesman, Senior Vice President and
      Joel A. Kozol, Clerk of

Hyde Athletic Industries, Inc.
(Name of Corporation)

located at 13 Centennial Drive, Centennial Industrial Park, Peabody, MA  01961
           -------------------------------------------------------------------

do  hereby   certify  that  the   following   amendment  to  the  articles  of
organization of the corporation was

duly adopted at a meeting held on June 25, 1987,  by vote of

2,197,220 shares of Common Stock out of 2,845,098 shares outstanding (1) and

2,194,378 shares of Common Stock out of 2,845,098 shares outstanding (2)

being at least  two-thirds  of each class  outstanding  and  entitled  to vote
thereon  and of each  class or  series of stock  whose  rights  are  adversely
affected thereby. (2)

-------------------
(1) With respect to Vote No. 1

                             See Continuation Sheets

(1) For  amendments  adopted  pursuant  to  Chapter  156B,  Section  70. (2) For
amendments adopted pursuant to Chapter 156B, Section 71.



<PAGE>



VOTE NO. 1

VOTED: That the Restated Articles of Organization of the Corporation, as amended
to date, be and hereby are,  further  amended by adding to Article 6 thereof the
following provisions:

Elimination of Certain Director  Liability:  A director of the Corporation shall
not be personally  liable to the  Corporation or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  Corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) under Section 61 or
62 of the  Massachusetts  Business  Corporation  Law or (iv) for any transaction
from which the director derived an improper personal benefit. Provided, however,
that the  provisions  hereof shall not apply to limit or eliminate the liability
of any  director  for any act or omission  which  occurred  prior to the date on
which these  provisions  become  effective;  and no  amendment or repeal of said
provisions  thereafter  shall  deprive a director of the  benefits  thereof with
respect  to any acts or  omissions  occurring  between  the date on which  these
provisions became effective and the date of such amendment or repeal.


<PAGE>




The foregoing  amendment will become  effective when these articles of amendment
are filed in accordance with Chapter 156B,  Section 6 of the General Laws unless
these articles  specify,  in accordance with the vote adopting the amendment,  a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 21st day of April in the year 1988.



/s/ Charles A. Gottesman, Senior Vice President
Charles A. Gottesman, Senior Vice President


/s/ Joel A. Kozol, Clerk
Joel A. Kozol, Clerk



The Commonwealth of Massachusetts

ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)


I hereby  approve the within  articles of  amendment  and, the filing fee in the
amount of $75.00  having been paid,  said articles are deemed to have been filed
with me this 27th day of April, 1988

/s/ Michael Joseph Connolly

Secretary of the Commonwealth
State House, Boston, Mass.

TO BE FILLED IN BY CORPORATION
Photo copy of restated articles of organization to be
sent to:
Sidney Werlin, Esquire
Friedman and Atherton
28 State Street, 19th Floor
Boston, Massachusetts 02109

Copy mailed 6-16-93


<PAGE>



                        The Commonwealth of Massachusetts

                OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, Secretary
                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

                                                FEDERAL IDENTIFICATION
                                                NO. 04-1465840

                              ARTICLES OF AMENDMENT
                     General Laws, Chapter 156B, Section 72


We    John H. Fisher, President and
      David E. Redlick, Clerk of

Hyde Athletic Industries, Inc.
Exact name of Corporation

located at:  13 Centennial Drive, Peabody, Massachusetts 01961
(Massachusetts Address of Corporation)

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles
NUMBERED: 3, 4 and 6                      
(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)

of the Articles of  Organization  were duly adopted at a meeting held on May 25,
1993, by vote of:

2,009,027 shares of Common Stock out of 2,813,395 shares outstanding, (1)

2,296,992 shares of Common Stock out of 2,813,395 shares outstanding, (2)

2,456,932 shares of Common Stock out of 2,813,395 shares outstanding, (3) and

2,216,740 shares of Common Stock out of 2,813,395 shares outstanding, (4)

being at least two-thirds of each type, class or series outstanding and entitled
to vote  thereon  and of each type,  class or series of stock  whose  rights are
adversely affected thereby:

(1) For the Reclassification Amendment.  See Exhibit A attached hereto.
(2) For the Preferred Stock Amendment.  See Exhibit B attached hereto.
(3) For the Indemnification Amendment.  See Exhibit C attached hereto.
(4) For the Business Enterprise Amendment.  See Exhibit D attached hereto.



<PAGE>


To CHANGE the number of shares and the par value (if any) of any type,  class or
series of stock  which  the  corporation  is  authorized  to issue,  fill in the
following

The total presently authorized is:

     Without Par Value Stocks                     With Par Value Stocks

                     Number                             Number         Par
      Type          of Shares               Type       of Shares      Value

   Common                                 Common      7,275,000    $.33 - 1/3

   Preferred                              Preferred     500,000       $1.00




CHANGE the total authorized to:


     Without Par Value Stocks                     With Par Value Stocks

                     Number                             Number         Par
      Type          of Shares               Type       of Shares      Value

   Common                                 Common
                                            Class A  20,000,000    $.33 - 1/3
                                            Class B  20,000,000    $.33 - 1/3
   Preferred                              Preferred     500,000       $1.00






<PAGE>


Exhibit A

                           RECLASSIFICATION AMENDMENT

VOTED:

That  Article 3 of the  corporation's  Restated  Articles  of  Organization,  as
amended,  be and hereby is amended to increase from  7,275,000 to 40,000,000 the
total number of shares of Common  Stock,  $.33 1/3 par value per share  ("Common
Stock"),  which the  corporation  shall have the  authority  to issue,  of which
20,000,000  shares shall be designated Class A Common Stock,  $.33 1/3 par value
per share ("Class A Common  Stock"),  and 20,000,000  shares shall be designated
Class B Common Stock, $.33 1/3 par value per share ("Class B Common Stock").

VOTED:

That  Article 4 of the  corporation's  Restated  Articles  of  Organization,  as
amended,  be and hereby is amended by (i)  deleting  Paragraph  (d)  thereof and
substituting  therefor the following:  "The  authorized  but unissued  shares of
Preferred  Stock may be issued for such  consideration,  not less than par value
thereof,  as may be fixed  from  time to time by the Board of  Directors":  (ii)
deleting  Paragraph  (e)(1) thereof in its entirety and (iii) adding thereto the
following provisions:

"A.  COMMON STOCK

1.  Reclassification  of Existing Common Stock. Upon these Articles of Amendment
becoming  effective  pursuant to Chapter 156B of the Massachusetts  General Laws
(the  "Effective  Time"),  and  without  any  further  action on the part of the
corporation or its stockholders,  each share of Common Stock of the corporation,
$.33 1/3 par  value  per  share  (the  "Existing  Common  Stock"),  then  issued
(including  shares  held in the  treasury  of the  corporation,  if  any)  shall
automatically  be  reclassified,  changed and converted  into one fully paid and
nonassessable  share  of  Class  A  Common  Stock  and  certificates  previously
representing  shares of Existing  Common Stock shall be deemed to represent  the
same number of shares of Class A Common Stock.

2. General. The powers,  preferences and rights of the holders of Class A Common
Stock  and Class B Common  Stock  (collectively  the  "Common  Stock"),  and the
qualifications,  limitations or restrictions  thereof,  shall be in all respects
identical,  except as otherwise  required by law or expressly  provided in these
Restated  Articles  of  Organization,  as  amended,  and  subject to the powers,
preferences  and  rights  of the  holders  of  shares  of  Preferred  Stock,  as
determined by the Board of Directors pursuant to this Article 4.

3. Dividends. Dividends or distributions may be declared and paid to the holders
of the Class A Common Stock and the Class B Common Stock in cash, securities, or
other property of the corporation out of any funds legally  available  therefor.
If and when dividends or distributions on the Class A Common Stock and the Class
B Common Stock are declared payable from time to time by the Board of Directors,
whether  payable in cash, in property or in securities of the  corporation,  the
holders of the Class A Common  Stock and the holders of the Class B Common Stock
shall be entitled to share  equally,  on a per share basis,  in such  dividends,
provided, however, that in the case of regular cash dividends, no such dividends
shall be declared or paid on one class of Common Stock unless a cash dividend is
simultaneously  declared  and paid on the other class of Common  Stock,  and any
such dividend will be paid on the Class B Common Stock in an amount per share of
Class B Common Stock equal to 110% of the amount of such  dividend  paid on each
share of Class A Common  Stock  (rounded  down,  if  necessary,  to the  nearest
one-hundredth  of a cent);  and  provided,  further,  that,  dividends  or other
distribution  payable on the Common Stock in capital  stock shall be made to all
holders  of  Common  Stock  and may be made (i) in  Class B Common  Stock to the
record  holders  of Class A Common  Stock and to the  record  holders of Class B
Common  Stock,  (ii) in Class A Common  Stock to the  record  holders of Class A
Common Stock and in Class B Common Stock to the record holders of Class B Common
Stock or (iii) in any other  authorized  class or series of capital stock to the
holders of both classes of Common Stock.

4.  Distribution  on  Dissolution,  etc. Upon any  liquidation,  dissolution  or
winding up of the corporation,  whether voluntary or involuntary,  the remaining
net assets of the  corporation  shall,  after payment in full of the liquidation
preference, if any, of any outstanding Preferred Stock, be distributed pro rata,
on a per share basis, to the holders of the Class A Common Stock and the Class B
Common Stock.

5.  Voting Rights.

(a) At each annual or special meeting of the stockholders,  each holder of Class
A Common  Stock shall be entitled to one (1) vote in person or by proxy for each
share of Class A Common Stock standing in his name on the stock transfer records
of the  corporation  in connection  with the election of directors and all other
actions  submitted  to a vote of  stockholders.  Holders of Class B Common Stock
shall  not vote on any  matters:  except  that (i) the  affirmative  vote of the
holders of a majority of the outstanding shares of Class B Common Stock shall be
required for the  authorization  of any amendment of these Restated  Articles of
Organization,  as amended, that would alter or change the powers, preferences or
special  rights of the Class B Common Stock so as to affect them  adversely  and
(ii) the holders of Class B Common Stock shall have such other voting  rights as
may  be  required  under  Chapter  156B  of  the  Massachusetts   General  Laws.
Notwithstanding  the  foregoing,  an  amendment  of these  Restated  Articles of
Organization, as amended, which (A) increases the number of authorized shares of
Class B Common Stock or (B)  authorizes a class or series of capital  stock with
preference  or priority  over the Class B Common Stock with respect to the right
to receive dividends or amounts  distributable upon liquidation,  dissolution of
winding up of the corporation  shall not be considered an amendment on which the
holders of Class B Common Stock are entitled to vote  pursuant to either  clause
(i) or clause (ii) of the foregoing sentence.

(b) The number of authorized  shares of Class B Common Stock may be increased or
decreased  (but  not  below  the  number  of  shares  then  outstanding)  by the
affirmative vote of the holders of a majority of the outstanding shares of Class
A Common Stock.

6.  Conversion.

(a) All  outstanding  Class B Common Stock may be converted  into Class A Common
Stock on a  share-for-share  basis by the Board of Directors  if, as a result of
the  existence of the Class B Common  Stock,  either the Class A Common Stock or
Class B Common Stock is or both are excluded  from trading on the New York Stock
Exchange,   the  American  Stock  Exchange  and  all  other  principal  national
securities  exchanges  then in use  and  also  excluded  from  Quotation  on the
National  Association  of  Securities  Dealers  Automated  Quotation  ("NASDAQ")
National Market System and other comparable  national  quotation systems then in
use. In making such determination,  the Board of Directors may conclusively rely
on any information or documentation available to it, including filings made with
the  Securities  and  Exchange  Commission,  any stock  exchange,  the  National
Association of Securities Dealers,  Inc. or any other governmental or regulatory
agency or any written instrument purporting to be authentic.

(b) All  outstanding  shares  of Class B Common  Stock  shall  automatically  be
converted into shares of Class A Common Stock on a  share-for-share  basis if at
any time the number of outstanding shares of Class A Common Stock , as reflected
on the stock transfer records of the corporation,  falls below ten percent (10%)
of the  aggregate  number of  outstanding  shares of Class A Common Stock and of
Class B Common Stock. For purposes of the immediately  preceding  sentence,  any
Common  Stock  repurchased  and  held as  treasury  shares  or  canceled  by the
corporation shall no longer be deemed  "outstanding"  from and after the date of
repurchase.

(c) In the event of any  conversion  of the  Class B Common  Stock  pursuant  to
subparagraph  A(6)(a)  or  A(6)(b),   certificates  which  formerly  represented
outstanding  shares  of  Class B Common  Stock  will  thereafter  be  deemed  to
represent  a like  number of shares of Class A Common  Stock and all  authorized
Common Stock shall consist of only Class A Common Stock.

7. Class B Common Stock Protection Provision.

(a) If, after the Effective  Time,  any person,  entity or group (other than the
corporation)  acting  in  concert  acquires   beneficial   ownership  of  shares
representing  10%  or  more  of  the  then  outstanding  Class  A  Common  Stock
(excluding,  for purposes of determining the shares owned by such person, entity
or group but not for purposes of determining the shares outstanding,  the shares
beneficially  owned by such person or group  before the  Effective  Time and any
shares  acquired upon the issuance or sale by the  corporation,  by operation of
law  (including  a  merger  or   consolidation   effected  for  the  purpose  of
recapitalizing   such   person  or   reincorporating   such  person  in  another
jurisdiction,  but excluding a merger or consolidation  effected for the purpose
of acquitting another person),  by will or the laws of descent and distribution,
by gift or by  foreclosure  of a bona fide  loan),  and such  person or group (a
"Significant  Stockholder")  does not then  beneficially own an equal or greater
percentage of all then outstanding  shares of the Class B Common Stock that such
Significant  Stockholder  acquired  after the first  issuance  of Class B Common
Stock (the  "Distribution  Date"),  such Significant  Stockholder must, within a
ninety  (90)  day  period   beginning  the  day  after  becoming  a  Significant
Stockholder,  make a public cash tender offer in compliance  with all applicable
laws and regulations to acquire  additional  Class B Common Stock as provided in
this subparagraph A(7) of Article 4 (a "Class B Protection Transaction").

(b) In each Class B Protection  Transaction,  the Significant  Stockholder  must
make a public tender offer to acquire that number of additional  shares of Class
B Common Stock  determined by (i)  multiplying  the  percentage  of  outstanding
shares  of  Class  A  Common  Stock   beneficially  owned  by  such  Significant
Stockholder   and  acquired  after  the  Effective  Time  by  such   Significant
Stockholder by the total number of shares of Class B Common Stock outstanding on
the date  such  person  or  group  became a  Significant  Stockholder,  and (ii)
subtracting  therefrom  the  excess  (if any) of the number of shares of Class B
Common Stock  beneficially owned on such date (including shares acquired on such
date at or  prior  to the  time  such  person  or  group  became  a  Significant
Stockholder)  over the  number of shares  of Class B Common  Stock  beneficially
owned on the Distribution Date (as such number may be appropriately adjusted for
any stock splits, stock dividends or similar recapitalization).  The Significant
Stockholder must acquire all of such shares validly tendered; provided, however,
that if the number of shares of Class B Common Stock tendered to the Significant
Stockholder exceeds the number of shares required to be acquired pursuant to the
formula set forth in this subparagraph  A(7)(b), the number of shares of Class B
Common Stock  acquired from each  tendering  holder shall be such portion of the
number of  shares  tendered  by such  stockholder  as is equal to the  number of
shares  required to be acquired as a  percentage  of the total  number of shares
tendered by all tendering holders.

(c) The offer price for any Class B Common Stock required to be purchased by the
Significant Stockholder pursuant to this subparagraph A(7) shall be the greatest
of (i) the highest price per share paid by the  Significant  Stockholder for any
share of Class A Common  Stock in the six month  period  ending on the date such
person or group became a Significant Stockholder, (ii) the highest reported sale
price of a share of Class A Common  Stock or Class B Common  Stock on the NASDAQ
National  Market System (or such other  exchange or quotation  system as is then
the principal  trading  market for such shares) on the date such person or group
became a Significant  Stockholder and (iii) the highest reported sale price of a
share of Class A Common  Stock or Class B Common  Stock on the  NASDAQ  National
Market  System  (or such  other  exchange  or  quotation  system  as is then the
principal  trading  market for such shares) on the date  preceding  the date the
Significant  Stockholder  makes the tender offer  required by this  subparagraph
A(7). For purposes of subparagraph  A(7)(d) below,  the applicable date for each
calculation  required by clauses (i) and (ii) of the preceding sentence shall be
the date on which the Significant  Stockholder becomes required to engage in the
subsequent  Class  B  Protection  Transaction  for  which  such  calculation  is
required.  In the event that the  Significant  Stockholder  as acquired  Class A
Common  Stock in the six month  period  ending on the date such  person or group
becomes a Significant  Stockholder for consideration  other than cash, the value
of such  consideration  per share of Class A Common Stock shall be as determined
in good faith by the Board of Directors.

(d) A Class B  Protection  Transaction  shall also be required to be effected by
any Significant  Stockholder each time that the Significant Stockholder acquires
beneficial ownership of the next higher integral multiple of 5% (e.g., 15%, 20%,
25%,  etc.) of the  outstanding  Class A Common Stock after the  Effective  Time
(other than upon the  issuance or sale by the  corporation,  by operation of law
(including a merger or consolidation  effected for the purpose of recapitalizing
such  person  or  reincorporating  such  person  in  another  jurisdiction,  but
excluding  a merger or  consolidation  effected  for the  purpose  of  acquiring
another person), by will of the laws of descent and distribution, by gift, or by
foreclosure of a bona fide loan) if such  Significant  Stockholder does not then
own an  equal or  greater  percentage  of the  Class B Common  Stock  that  such
Significant  Stockholder  acquired after the Distribution Date. Such Significant
Stockholder shall be required to make a public cash tender offer to acquire that
number of shares of Class B Common Stock  prescribed by the formula set forth in
subparagraph A(7)(b) above and must acquire all shares validly tendered or a pro
rate  portion  thereof,  as  specified  in  subparagraph  A(7)(b),  at the price
determined pursuant to subparagraph A(7)(c) above.

(e) If any  Significant  Stockholder  fails  to make an offer  required  by this
subparagraph  A(7),  or to purchase  shares  validly  tendered and not withdrawn
(after proration, if any), such Significant Stockholder shall not be entitled to
vote any Class A Common Stock beneficially owned by such Significant Stockholder
unless and until such  requirements  are  complied  with or unless and until all
Class A Common Stock  causing  such offer  requirement  to be  effective  are no
longer beneficially owned by such Significant Stockholder.

(f) The  Class B  Protection  Transaction  requirement  shall  not  apply to any
increase in percentage  beneficial  ownership of Class A Common Stock  resulting
solely from a change in the total  amount of Class A Common  Stock  outstanding,
provided that any  acquisition  after such change which  resulted in any person,
entity or group  beneficially  owning ten  percent  (10%) or more of the Class A
Common Stock  (excluding,  for purposes of determining  the shares owned by such
person,  entity  or  group  but not  for  purposes  of  determining  the  shares
outstanding,   Class  A  Common  Stock  held  by  such  Significant  Stockholder
immediately after the Effective Time) shall be subject to any Class B Protection
Transaction  requirement  that would be imposed  with  respect to a  Significant
Stockholder pursuant to this subparagraph A(7).

(g) All calculations with respect to percentage  beneficial  ownership of issued
and  outstanding  shares of either  class of Common Stock will be based upon the
numbers of issued and outstanding shares reported by the corporation on the last
to be filed of (i) the  corporation's  most recent  Annual  Report on Form 10-K,
(ii) its most  recent  Quarterly  Report on Form  10-Q,  (iii)  its most  recent
Current Report on Form 8-K, and (iv) its most recent Form 10-C.

(h) For purposes of this  subparagraph  A(7),  the term "person" means a natural
person, corporation,  partnership, trust, association,  government, or political
subdivision,  agency  or  instrumentality  of a  government,  or  other  entity.
"Beneficial  ownership" shall be determined  pursuant to Rule 13d-3  promulgated
under the Securities  Exchange Act of 1934, as amended (the "1934 Act"),  or any
successor  regulation.  The  formation  or  existence  of  a  "group"  shall  be
determined  pursuant  to Rule  13d-5(b)  under  the  1934  Act or any  successor
regulation.

8. Merger or  Consolidation.  In the event of a merger or  consolidation  of the
corporation  with or into another entity  (whether or not the corporation is the
surviving  entity),  the  holders of Class B Common  Stock  shall be entitled to
receive the same per share consideration as the per share consideration, if any,
received by the holders of Class A Common Stock in such merger or consolidation.

9. Splits,  Subdivisions,  etc. If the  corporation  shall in any manner  split,
subdivide  or combine  the  outstanding  Class A Common  Stock or Class B Common
Stock,  the outstanding  shares of the other such class of Common Stock shall be
proportionally split,  subdivided or combined in the same manner and on the same
basis as the  outstanding  shares of the other  class of Common  Stock have been
split, subdivided or combined.

10. No  Preemptive  Rights.  No holder of Class A Common Stock or Class B Common
Stock shall, by reason of such holding,  have any preemptive  right to subscribe
to any additional issue of stock of any class or series of the corporation or to
any security of the corporation convertible into such stock.

11.  Consideration  for Sale of Shares.  The Board of  Directors  shall have the
power to  issue  and sell  all or any  part of any  class  of  stock  herein  or
hereafter authorized to such persons, firms,  associations or corporations,  and
for such  consideration,  as the Board of Directors  shall from time to time, in
its  discretion,  determine,  whether  or not  greater  consideration  could  be
received  upon the issue or sale of the same number of shares of another  class,
and as otherwise permitted by law.

12.  Consideration for Purchase of Shares. The Board of Directors shall have the
power to purchase any class of stock herein or  hereafter  authorized  from such
persons, firms, associations or corporations, and for such consideration, as the
Board of  Directors  shall  from  time to time,  in its  discretion,  determine,
whether or not less  consideration  could be paid upon the  purchase of the same
number of shares of another class, and as otherwise permitted by law."



<PAGE>


Exhibit B

                            PREFERRED STOCK AMENDMENT


VOTED:

That  Article 4 of the  corporation's  Restated  Articles  of  Organization,  as
amended,  be and hereby is deleted,  except for any other  provision added by an
amendment approved by the corporation's stockholders at the corporation's Annual
Meeting of Stockholders held on May 25, 1993 or any adjournment thereof, and the
following is substituted therefor:

"B.   PREFERRED STOCK

1. The shares of  Preferred  Stock may be divided into and issued in one or more
series of any number of shares,  provided that the  aggregate  numbers of shares
outstanding  of all such series  shall not exceed the total  number of shares of
Preferred Stock authorized by the Restated Articles of Organization. Each series
of Preferred Stock shall be distinctively designated. Except as otherwise herein
stated, all series of Preferred Stock shall rank equally and be identical in all
respects.  Each share of a series shall be  identical  in all respects  with all
other shares of such series.

2. The Board of Directors  shall have  authority by  resolution to establish and
designate  each series of  Preferred  Stock and the number of shares which shall
constitute  each series (which number may be increased  (except where  otherwise
provided by the Board of  Directors in creating  such series) or decreased  (but
not below the number of shares thereof then outstanding) by vote of the Board of
Directors),  and therein to fix and  determine  the  variations  in the relative
rights preferences as between the different series with respect to:

      (a) the  annual  rate or amount  of  dividends  payable  on shares of each
series,  whether such  dividends  shall be  cumulative  or  non-cumulative,  the
conditions  upon which and/or the dates when such dividends shall be payable and
the  date  from  which  dividends  on  cumulative  series  shall  accrue  and be
cumulative on all shares of each series issued prior to the payment date for the
first dividend of each such series;

      (b) whether each series shall be  redeemable  or callable  and, if so, the
terms and  conditions of such  redemption  or call,  including the time or times
when and the price or prices at which  shares of each series  shall be redeemed,
or called,  and including the terms and  conditions of any retirement or sinking
fund for the purchase or redemption of shares of each series;

      (c)  the  amount  payable  on  shares  of  each  series  in the  event  of
liquidation, dissolution or winding up of the affairs of the corporation;

      (d) whether  each series shall be  convertible  into or  exchangeable  for
shares of any other class, or any series of the same or any other class, and, if
so,  the terms and  conditions  thereof  including  the date or dates  when such
shares shall be convertible  into or exchangeable for shares of any other class,
or any series of the same or any other class, the price or prices or the rate or
rates at which shares of each series shall be so  convertible  or  exchangeable,
and any adjustments which shall be made, and the circumstances in which any such
adjustments shall be made, in such conversion or exchange prices or rates;

      (e) whether each series shall have any voting  rights in addition to those
prescribed  by law,  and,  if so, the terms and  conditions  of exercise of such
voting rights;

      (f) the conditions and restrictions,  if any, on the payment of dividends,
or on the making of other distributions on, or the purchase, redemption or other
acquisition by, the  corporation or any  subsidiary,  of the Common Stock, or of
any other class (or other series of the same class) ranking junior to the shares
of such series as to dividends or upon liquidation, dissolution or winding up;

      (g)  the  conditions  and  restrictions,   if  any,  on  the  creation  of
indebtedness  of the  corporation  or any  subsidiary,  or on the  issue  of any
additional  stock ranking on a parity with or prior to the shares of each series
as to dividends or upon liquidation, dissolution or winding up; and

      (h) such other powers, preferences and relative participating, optional or
other special rights, and  qualifications,  limitations or restrictions as shall
not be inconsistent with any such resolution or resolutions  previously  adopted
as to shares then still  authorized  or with the  provisions  of these  Restated
Articles of Organization or with the laws of the Commonwealth of Massachusetts.

3. In case the  corporation  shall not pay in full all dividends  required to be
paid on all  shares of all  series  of  cumulative  Preferred  Stock at the time
outstanding  to the full  extent of the  preference,  if any, to which each such
cumulative  series is entitled,  all  cumulative  series which are of equal rank
with respect to such dividend  preference  shall share ratably in the payment of
dividends, including accumulations thereof, if any, in proportion to the amounts
that would be payable on such series if all dividends thereon were paid in full.
Accumulations of dividends shall not bear interest.

4. The authorized but unissued  shares of Preferred Stock may be issued for such
consideration, not less than the par value thereof, as may be fixed from time to
time by the Board of Directors.

5.  Except  as  otherwise  determined  pursuant  to  authority  of the  Board of
Directors as  hereinbefore  provided,  or by Chapter  156B of the  Massachusetts
General Laws,  the holders of Preferred  Stock shall not be entitled to vote for
any purpose nor shall they be entitled to notice of meetings of stockholders."


<PAGE>


Exhibit C

                            INDEMNIFICATION AMENDMENT


VOTED:

That the  corporation's  Restated Articles of Organization,  as amended,  be and
hereby are amended by adding to Article 6 thereof the following provision:

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 "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 as  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 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 the
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 that 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  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 matter, 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 4 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 the  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  hereof 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.

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.



<PAGE>


Exhibit D


                          BUSINESS ENTERPRISE AMENDMENT

VOTED:

That the  corporation's  Restated Articles of Organization,  as amended,  be and
hereby are amended by adding to Article 6 thereof the following provision:

      AUTHORITY TO BE A PARTNER IN ANY BUSINESS ENTERPRISE

      The  corporation  shall  have the  power to be a partner  in any  business
      enterprise  which  this  corporation  would  have the power to  conduct by
      itself.



<PAGE>



The foregoing  amendment will become  effective when these articles of amendment
are filed in accordance with Chapter 156B,  Section 6 of The General Laws unless
these articles  specify,  in accordance with the vote adopting the amendment,  a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.

IN WITNESS  WHEREOF AND UNDER THE PENALTIES OF PERJURY,  we have hereunto signed
our names this 25th day of May, in the year 1993.

/s/ John H. Fisher, President and

/s/ David E. Redlick, Clerk


<PAGE>


The Commonwealth of Massachusetts

ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)


I hereby  approve the within  articles of  amendment  and, the filing fee in the
amount of $32,925 having been paid,  said articles are deemed to have been filed
with me this 25th day of May, 1993.

/s/ Michael Joseph Connolly
Secretary of State

TO BE FILLED IN BY CORPORATION
Photo copy of restated articles of organization to be sent to:

David E. Redlick
Hale and Dorr
60 State Street
Boston, MA  02109
Telephone: 617-526-6434