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                                                                     Exhibit 3.4


                                  GENRAD, INC.

                                     BY-LAWS
                (AS AMENDED AND RESTATED AS OF OCTOBER 20, 2000)


                                    ARTICLE I

                                  STOCKHOLDERS

         SECTION 1. PLACE OF MEETINGS. All meetings of stockholders shall be
held within Massachusetts unless the Articles of Organization permit the holding
of stockholder meetings outside Massachusetts, in which event such meetings may
be held either within or without Massachusetts but within the United States.
Meetings of stockholders shall be held at the principal office of the
corporation unless a different place is specified in the notice of the meeting.

         SECTION 2. ANNUAL MEETING. The annual meeting of stockholders shall be
held within six months after the end of the corporation's fiscal year specified
in these By-laws. The date, hour and place of the annual meeting shall be fixed
by the Board of Directors. If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu thereof and any
action taken at such meeting shall have the same effect as if taken at the
annual meeting.

         SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders may be
called by the Chairman of the Board, by the President or by the Board of
Directors. In addition, special meetings shall be called by the Clerk, or in
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer, upon the written application of stockholders who own at least a
majority in interest of the capital stock of the corporation entitled to be
voted at the proposed meeting. Such request shall state the purpose or purposes
of the proposed meeting and may designate the place, date and hour of such
meeting; PROVIDED, HOWEVER, that no such requests shall designate a date which
is not a business day in Massachusetts or an hour not within normal business
hours as the date or hour of such meeting and, PROVIDED, FURTHER, that such
requests shall also comply with Section 10 of this Article I.

         SECTION 4. NOTICE OF MEETINGS. A written notice of every meeting of
stockholders, stating the place, date and hour thereof, and the purposes for
which the meeting is to be held, shall be given by the Clerk or other person
calling the meeting at least seven days before the meeting to each stockholder
entitled to vote thereat and to each stockholder who, by law, by the Articles of
Organization or by these By-laws, is entitled to such notice, by leaving such
notice with the stockholder or at the stockholder's residence or usual place of
business, or by mailing it postage prepaid and addressed to the address as it
appears upon the books of the corporation. Whenever any notice is required to be
given to a stockholder by law, by the Articles of Organization or by these
By-laws, no such notice need be given if a


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written waiver of notice, executed before or after the meeting by the
stockholder or the stockholder's attorney thereunto duly authorized, is filed
with the records of the meeting.

         SECTION 5. QUORUM. Unless the Articles of Organization or these By-laws
otherwise provide, a majority in interest of all stock issued, outstanding and
entitled to vote at a meeting shall constitute a quorum.

         SECTION 6. ADJOURNMENTS. Any meeting of stockholders may be adjourned
to any other time and to any other place at which a meeting of stockholders may
be held under these By-laws by the stockholders present or represented at the
meeting, although less than a quorum, or by any officer entitled to preside or
to act as clerk of such meeting, if no stockholder is present. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, any business which could have
been transacted at the original meeting may be transacted. If the adjournment is
for more than 30 days or if after adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

         SECTION 7. VOTING AND PROXIES. Each stockholder shall have one vote for
each share of stock entitled to be voted by such stockholder of record according
to the records of the corporation and a proportionate vote for a fractional
share so held by such stockholder unless otherwise provided by law or the
Articles of Organization. Stockholders may vote either in person or by written
proxy dated not more than six months before the meeting named therein. Proxies
shall be filed with the Clerk before being voted at any meeting or any
adjournment thereof. Except as otherwise limited therein, proxies shall entitle
the persons named therein to vote at any adjournment of such meeting, but shall
not be valid after final adjournment of such meeting. A proxy with respect to
stock held in the name of two or more persons shall be valid if executed by one
of them, unless at or prior to exercise of the proxy the corporation receives a
specific written notice to the contrary from any one of them. A proxy purported
to be executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise.

         SECTION 8. ACTION AT MEETING. When a quorum is present at any meeting
of stockholders, a plurality of the votes properly cast for election to any
office shall elect to such office, and a majority of the votes properly cast
upon any other question other than an election to an office shall decide the
question, except when a larger vote is required by law, the Articles of
Organization or these By-laws. No ballot shall be required for such election
unless requested by a stockholder present or represented at the meeting and
entitled to vote in the election. The corporation shall not directly or
indirectly vote any share of its stock.

         SECTION 9. NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the procedures set forth in the By-laws shall be eligible to
serve as Directors. Nominations of persons for election to the Board of
Directors of the


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corporation may be made at a meeting of stockholders (a) by or at the direction
of the Board of Directors or (b) by any stockholder of the corporation who is a
stockholder of record at the time of giving of notice provided for in this
Section 9, who shall be entitled to vote for the election of directors at the
meeting and who complies with the notice procedures set forth in this Section 9.
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Clerk of
the corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the corporation not
less than 90 days prior to the meeting; provided, however, that in the event
that less than 100 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting or such public
disclosure was made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or re-election as
a Director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a Director if elected);
and (b) as to the stockholder giving the notice, (i) the name and address, as
they appear on the corporation's books, of such stockholder and (ii) the class
and number of shares of the corporation which are beneficially owned by such
stockholder. At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a Director shall furnish to the Clerk of
the corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
to serve as a Director of the corporation unless nominated in accordance with
the procedures set forth in this By-law. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures described by these By-laws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Section 9, a stockholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Section.

         SECTION 10. NOTICE OF BUSINESS. At any meeting of the stockholders,
only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the corporation who is a stockholder of record at the time of
giving of the notice provided for in this Section 10, who shall be entitled to
vote at such meeting and who complies with the notice procedures set forth in
this Section 10. For business to be properly brought before a stockholder
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Clerk of the corporation. To be timely, a stockholder's notice
must be delivered to or mailed and received at the principal executive offices
of the corporation not less than 90 days' prior to the meeting; provided
however, that in the event that less than 100 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders,


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notice by the stockholder, to be timely must be received no later than the close
of business on the 10th day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made. A stockholder's
notice to the Clerk shall set forth as to each matter the stockholder proposes
to bring before the meeting (a) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting, (b) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, (c) the class and number of
shares of the corporation which are beneficially owned by the stockholder and
(d) any material interest of the stockholder in such business. Notwithstanding
anything in these By-laws to the contrary, no business shall be conducted at a
stockholder meeting except in accordance with the procedures set forth in this
Section 10. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of these By-laws, and if he should
so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 10, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth
in this Section.

                                   ARTICLE II

                                    DIRECTORS

         SECTION 1. POWERS. The business of the corporation shall be managed by
a Board of Directors who shall have and may exercise all the powers of the
corporation except as otherwise provided by law, by the Articles of Organization
or by these By-laws.

         SECTION 2. NUMBER AND ELECTION. The Board of Directors shall consist of
not less than the minimum number of individuals permitted by law and shall be
divided into three classes, such classes to be as nearly equal in number as
possible. One of such classes of Directors shall be elected annually by the
stockholders. Subject to the foregoing requirements and applicable law, the
Board of Directors may, from time to time, fix the number of Directors and their
respective classifications, provided that any such action does not operate to
remove a Director elected by the stockholders or the Board of Directors other
than in the manner specified in the Articles of Organization or these By-laws.
No decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director. Except as otherwise provided in
accordance with the Articles of Organization or these By-laws, the members or
each class shall be elected for a term of three years and shall serve until
their successors are elected and qualified. Any successor to a Director whose
seat becomes vacant shall serve for the remainder of the term of his predecessor
and until his successor is elected and qualified.


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         SECTION 3. VACANCIES. Any vacancy in the Board of Directors, however
occurring, including a vacancy resulting from the enlargement of the Board,
unless and until filled by the stockholders, shall be filled solely by the
affirmative vote of a majority of the remaining Directors then in office.

         SECTION 4. ENLARGEMENT OF THE BOARD. The number of Directors may be
increased by the affirmative vote of the majority of the Directors then in
office.

         SECTION 5. TENURE. Except as otherwise provided by law, by the Articles
of Organization or by these By-laws, Directors shall hold office until the
annual meeting of stockholders held in the third year following the year of his
or her election and thereafter until his or her successor is chosen and
qualified. Any Director may resign by delivering a written resignation to the
corporation at its principal office or to the Chairman of the Board, President
or Clerk. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

         SECTION 6. REMOVAL. A Director may be removed from office (A) with or
without cause by vote of a majority of the stockholders entitled to vote in the
election of Directors, provided that the Directors of a class elected by a
particular class of stockholders may be removed only by the vote of the holders
of a majority of the shares of that class or (B) for cause by vote of a majority
of the Directors then in office. A Director may be removed for cause only after
reasonable notice and opportunity to be heard before the body proposing to
remove the Director.

         SECTION 7. MEETINGS. Regular meetings of the Board of Directors may be
held without call or notice at such places, within or without Massachusetts, and
at such times as the Board of Directors may from time to time determine,
provided that any Director who is absent when such determination is made shall
be given reasonable notice of the determination. A regular meeting of the Board
of Directors may be held without a call or notice at the same place as the
annual meeting of stockholders, or the special meeting held in lieu thereof,
following such meeting of stockholders.

         Special meetings of the Board of Directors may be held at any time and
place, within or without Massachusetts, designated in a call by the Chairman of
the Board, the President, the Treasurer or two or more Directors.

         SECTION 8. NOTICE OF SPECIAL MEETINGS. Notice of all special meetings
of the Board of Directors shall be given to each Director by the Secretary, by
the Clerk, or by the Assistant Clerk or, in case of the death, absence,
incapacity of refusal of such persons, by the officer or one of the Directors
calling the meeting. It shall be sufficient notice to a Director to send notice
by express overnight courier at least 48 hours or by facsimile or electronic
transmission at least 24 hours before the meeting addressed to the Director at
such Director's usual or last-known business or residence or e-mail address or
to give notice to a Director in person or by telephone at least 24 hours before
the meeting. Notice need not


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be given to any Director if a written waiver of notice, executed by the Director
before or after the meeting, is filed with the records of the meeting, or to any
Director who attends the meeting without protesting prior thereto, or at its
commencement, the lack of notice. A notice or waiver of notice of a Board of
Directors meeting need not specify the purposes of the meeting.

         SECTION 9. QUORUM. At any meeting of the Board of Directors, a majority
of the Directors then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.

         SECTION 10. ACTION AT MEETING. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of those present, unless a
different vote is specified by law, by the Articles of Organization or by these
By-laws, shall be sufficient to take any action.

         SECTION 11. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all the Directors consent to the action in writing and the written consents are
filed with the records of the Board of Directors' meetings. Each such consent
shall be treated for all purposes as a vote at a meeting.

         SECTION 12. COMMITTEES. The Board of Directors may elect from their
number an executive committee or other committees and may, by like vote,
delegate thereto some or all of their powers except those which by law, the
Articles of Organization or these By-laws they are prohibited from delegating.
Except as the Board of Directors may otherwise determine, any such committee may
make rules for the conduct of its business but, unless otherwise provided by the
Board of Directors or in such rules, its business shall be conducted as nearly
as may be in the same manner as is provided by these By-laws for the conduct of
business by the Board of Directors.

         SECTION 13. TELEPHONE CONFERENCE MEETINGS. One or more members of the
Board of Directors or any committee thereof may participate in a meeting of such
Board or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time, and participation by such means shall constitute
presence in person at a meeting.

                                   ARTICLE III

                                    OFFICERS

         SECTION 1. ENUMERATION. The officers of the corporation shall consist
of a President, a Treasurer, a Clerk, and such other officers, including a
Chairman of the Board,


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a Secretary, one or more Vice Presidents, Assistant Treasurers, Assistant
Clerks, and Assistant Secretaries as the Board of Directors may determine and
elect.

         SECTION 2. ELECTION. The President, Treasurer, and Clerk shall be
elected annually by the Board of Directors at their first meeting following the
annual meeting of stockholders. Other officers may be elected by the Board of
Directors at such meeting or at any other meeting.

         SECTION 3. QUALIFICATION. The Chairman of the Board, if there is one,
shall be a Director. No officer need be a stockholder. Any two or more offices
may be held by the same person. The Clerk shall be a resident of Massachusetts
unless the corporation has a resident agent appointed for the purpose of service
of process. Any officer may be required by the Board of Directors to give bond
for the faithful performance of duties to the corporation in such amount and
with such sureties as the Board of Directors may determine.

         SECTION 4. TENURE. Except as otherwise provided by law, by the Articles
of Organization or by these By-laws, the President, Treasurer and Clerk shall
hold office until the first meeting of the Board of Directors following the
annual meeting of stockholders and thereafter until a successor is chosen and
qualified; and all other officers shall hold office until the first meeting of
the Board of Directors following the annual meeting of stockholders, unless a
different term is specified in the vote choosing or appointing them. Any officer
may resign by delivering a written resignation to the corporation at its
principal office or to the President, Clerk or Secretary and such resignation
shall be effective upon receipt unless it is specified to be effective at some
other time or upon the happening of some other event.

         SECTION 5. REMOVAL. The Board of Directors may remove any officer with
or without cause by a vote of a majority of the entire number of Directors then
in office, provided that an officer may be removed for cause only after
reasonable notice and opportunity to be heard by the Board of Directors prior to
action thereon.

         SECTION 6. CHAIRMAN OF THE BOARD. If the Board of Directors elects a
Chairman of the Board, such Chairman shall, when present, preside at all
meetings of the Board of Directors and stockholders unless the Board of
Directors otherwise specifies and shall have such other powers and duties as
shall be vested in such Chairman by the Board of Directors. Unless the Board of
Directors otherwise specifies, the Chairman of the Board shall be the chief
executive officer of the corporation.

         SECTION 7. PRESIDENT. Unless the Chairman of the Board, if any, has
been so designated, the President shall be the chief executive officer of the
corporation. In the absence of the Chairman of the Board, if any, or if the
Board of Directors otherwise specifies, the President shall preside, or
designate the person who shall preside, at all meetings of the stockholders and
of the Board of Directors.


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         SECTION 8. VICE PRESIDENT. The Vice President or, if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties and shall have such other powers as the Board of Directors may from time
to time prescribe.

         SECTION 9. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall,
subject to the direction of the Board of Directors, have general charge of the
financial affairs of the corporation and shall cause to be kept accurate books
of account. The Treasurer shall have custody of all funds, securities and
valuable documents of the corporation, except as the Board of Directors may
otherwise provide.

         The Assistant Treasurer or, if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors shall in
the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and shall have such
other powers as the Board of Directors may from time to time prescribe.

         SECTION 10. CLERK AND ASSISTANT CLERKS. The Clerk shall keep a record
of the meetings of stockholders. Unless a transfer agent is appointed, the Clerk
shall keep or cause to be kept in Massachusetts, at the principal office of the
corporation or at his office, the stock and transfer records of the corporation,
in which are contained the names of all stockholders and the record address, and
the amount of stock held by each.

         If there is no Secretary or Assistant Secretary, the Clerk shall keep a
record of the meetings of the Board of Directors.

         The Assistant Clerk or, if there shall be more than one, the Assistant
Clerks in the order determined by the Board of Directors shall, in the absence
or disability of the Clerk, perform the duties and exercise the powers of the
Clerk and shall perform such other duties and shall have such other powers as
the Board of Directors may from time to time prescribe.

         SECTION 11. SECRETARY AND ASSISTANT SECRETARIES. If appointed, the
Secretary shall attend all meetings of the Board of Directors and shall keep a
record of the meetings of the Board of Directors. The Secretary shall, when
required, notify the Board of Directors of its meetings and shall have such
other duties as the Board of Directors may from time to time prescribe.

         The Assistant Secretary or, if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and shall have
such other powers as the Board of Directors may from time to time prescribe.


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                                   ARTICLE IV

                                  CAPITAL STOCK

         SECTION 1. CERTIFICATE OF STOCK. Each stockholder shall be entitled to
a certificate stating the number and the class and the designation of the
series, if any, of the shares held by such stockholder, in such form as may be
prescribed from time to time by the Board of Directors. The certificate shall be
signed by the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, but when a certificate is countersigned by a transfer agent
or a registrar, other than a Director, officer or employee of the corporation,
such signature may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if that person were such officer at the time
of its issue.

         Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, these By-laws
or any agreement to which the corporation is a party, shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restrictions and a statement
that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Every certificate issued
when the corporation is authorized to issue more than one class or series of
stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications and rights and a
statement that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

         SECTION 2. TRANSFERS. Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the books
of the corporation by the surrender to the corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
corporation or its transfer agent may reasonably require. Except as may be
otherwise required by law, by the Articles of Organization or by these By-laws,
the corporation shall be entitled to treat the record holder of stock as shown
on its books as the owner of such stock for all purposes, including the payment
of dividends and the right to vote with respect thereto, regardless of any
transfer, pledge or other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the requirements
of these By-laws.

         It shall be the duty of each stockholder to notify the corporation of
such stockholder's address and taxpayer identification number.


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         SECTION 3. RECORD DATE. The Board of Directors may fix in advance a
time not more than sixty days preceding the date of any meeting of stockholders
or the date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose as the record date for determining the
stockholders having the right to notice of and to vote at such meeting, and any
adjournment thereof, or the right to receive such dividend or distribution or
the right to give such consent or dissent. In such case, only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the corporation after the record date. Without fixing
such record date the Board of Directors may for any of such purposes close the
transfer books for all or any part of such period.

         If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the date
next preceding the day on which notice is given, and the record date for
determining the stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors acts with respect thereto.

         SECTION 4. REPLACEMENT OF CERTIFICATES. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such terms as the Board of Directors may
prescribe, including the presentation of reasonable evidence of such loss,
destruction or mutilation and the giving of such indemnity as the Board of
Directors may require for the protection of the corporation or any transfer
agent or registrar.

         SECTION 5. ISSUE OF CAPITAL STOCK. Unless otherwise voted by the
stockholders, the whole or any part of any unissued balance of the authorized
capital stock of the corporation or the whole or any part of the capital stock
of the corporation held in its treasury may be issued or disposed of by vote of
the Board of Directors, in such manner, for such consideration and on such terms
as the Board of Directors may determine consistent with all requirements of law.


                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

         SECTION 1. FISCAL YEAR. Except as from time to time otherwise
determined by the Board of Directors, the fiscal year of the corporation shall
be the 52-53 week period ending on the Saturday closest to December 31.

         SECTION 2. SEAL. The seal of the corporation shall, subject to
alteration by the Board of Directors, bear its name, the word "Massachusetts,"
and the year of its incorporation.


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         SECTION 3. EXECUTION OF INSTRUMENTS. All checks, deeds, leases,
transfers, contracts, bonds, notes and other documents or obligations to be
executed by an officer of the corporation in its behalf shall be signed by the
Chairman of the Board (if there is one) or by the President or by one of the
Vice Presidents or by the Treasurer or such other officer or officers as the
Board of Directors may generally or in particular cases determine.

         SECTION 4. VOTING OF SECURITIES. Except as the Board of Directors may
otherwise designate, the President or Treasurer may waive notice of and act as,
or appoint any person or persons to act as, proxy or attorney in fact for this
corporation (with or without power of substitution) at any meeting of
stockholders or stockholders of any other corporation or organization, the
securities of which may be held by this corporation.

         SECTION 5. CORPORATE RECORDS. The original, or attested copies, of the
Articles of Organization, By-laws and records of all meetings of the
incorporators and stockholders, and the stock and transfer records, which shall
contain the names of all stockholders and the record address and the amount of
stock held by each, shall be kept in Massachusetts at the principal office of
the corporation or at an office of its transfer agent or of the Clerk. Said
copies and records need not all be kept in the same office. They shall be
available at all reasonable times to the inspection of any stockholder for any
proper purpose, but not to secure a list of stockholders for the purpose of
selling said list or copies thereof or of using the same for a purpose other
than in the interest of the applicant, as a stockholder, relative to the affairs
of the corporation.

         SECTION 6. EVIDENCE OF AUTHORITY. A certificate by the Clerk or
Secretary, or an Assistant Clerk or Assistant Secretary, or a temporary Clerk or
temporary Secretary, as to any action taken by the stockholders, Board of
Directors, committee or any officer or representative of the corporation shall,
to all persons who rely thereon in good faith, be conclusive evidence of such
action.

         SECTION 7. ARTICLES OF ORGANIZATION. All references in these By-laws to
the Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.

         SECTION 8. TRANSACTIONS WITH INTERESTED PARTIES. The Board of Directors
shall have the power to fix their compensation from time to time. No contract or
transaction between the corporation and one or more of its Directors or
officers, or between the corporation and any other corporation, partnership,
association or other organization in which one or more of its Directors or
officers are directors or officers, or have a financial or other interest, shall
be void or voidable solely for this reason, or solely because the Director or
officer is present at or participates in the meeting of the Board of Directors
or committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, nor shall any Director
or officer be under any liability to the corporation on account of any such
contract or transaction if:


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                  (a) the material facts as to his relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         Board of Directors or the committee, and the Board or committee
         authorized the contract or transaction by the affirmative votes of a
         majority of the disinterested Directors, even though the disinterested
         Directors be less than a quorum; or

                  (b) the material facts as to his relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         stockholders entitled to vote thereon, and the contract or transaction
         is specifically approved by vote of the stockholders; or

                  (c) the contract or transaction is fair as to the corporation
         as of the time it is authorized, approved or ratified, by the Board of
         Directors, a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction, and if they are stockholders, their votes may be
counted for the purpose of a stockholder vote approving such contract or
transaction.

         SECTION 9. INDEMNIFICATION. Except as otherwise provided below, the
corporation shall, to the extent legally permissible, indemnify each person who
is, or shall have been, a Director or officer of the corporation or who is
serving, or shall have served, at the request of the corporation as a Director,
officer or trustee of another organization in which the corporation directly or
indirectly has any interest, as a stockholder, creditor or otherwise, against
all liabilities and expenses (including judgments, fines, penalties and
reasonable attorneys' fees and all amounts paid, other than to the corporation
or such other organization, in compromise or settlement) imposed upon or
incurred by any such person in connection with, or rising out of, the defense or
disposition of any action suit or other proceeding, whether civil or criminal,
in which such person may be a defendant or with which such person may be
threatened or otherwise involved, directly or indirectly, by reason of being or
having been such Director, officer or trustee.

         The corporation shall provide no indemnification with respect to any
matter as to which any such Director, officer, or trustee shall be finally
adjudicated in such action, suit or proceeding not to have acted in good faith
in the reasonable belief that such person's action was in the best interests of
the corporation. The corporation shall provide no indemnification with respect
to any matter settled or compromised, pursuant to a consent decree, or otherwise
unless such settlement or compromise shall have been approved as in the best
interests of the corporation, after notice that indemnification is involved, by
(i) a disinterested majority of the Board of Directors or (ii) the holders of a
majority of the outstanding stock entitled to elect Directors, voting as a
single class, exclusive of any stock owned by any interested Director, officer
or trustee.


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         Indemnification may include payment by the corporation of expenses in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by the
person indemnified to repay such payment if it is ultimately determined that
such person is not entitled to indemnification under this Article.

         As used in this Article, the terms "Director", "officer" and "trustee"
include their respective heirs, executors, administrators and legal
representatives, and an "interested" Director, officer or trustee is one against
whom in such capacity the proceeding in question or another proceeding on the
same or similar grounds is then pending.

         To assure indemnification under this Article of all persons who are
determined by the corporation or otherwise to be or to have been "fiduciaries"
of any employee benefit plan of the corporation which may exist from time to
time, this Article shall be interpreted as follows: (i) "another organization"
shall be deemed to include such an employee benefit plan, including, without
limitation, any plan of the corporation which is governed by the Act of Congress
entitled "Employee Retirement Income Security Act of 1974", as amended from time
to time ("ERISA"); (ii) "trustee" shall be deemed to include any person
requested by the corporation to serve an employee benefit plan where the
performance by such person of these duties to the corporation also imposes
duties on, or otherwise involves services by, such person to the plan, the
participants, or the beneficiaries of the plan; (iii) "fines" shall be deemed to
include any excise taxes assessed on a person with respect to an employee
benefit plan pursuant to ERISA; and (iv) actions taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan be deemed to be for a purpose
which is in the best interest of the corporation.

         The right of indemnification provided in this Article shall not be
exclusive of or affect any other rights to which any Director, officer or
trustee may be entitled under any agreement, statute, vote of stockholders or
otherwise. The corporation's obligation to provide indemnification under this
Article shall be offset to the extent of any other source of indemnification of
any otherwise applicable insurance coverage under a policy maintained by the
corporation or any other person. Nothing contained in this Article shall affect
any rights to which corporate personnel other than Directors, officers or
trustees may be entitled by contract or otherwise.

         SECTION 10. CONTROL SHARE ACQUISITION ACT INAPPLICABLE. The 1987
Massachusetts Control Shares Acquisition Act, Chapter 110D of the Massachusetts
General Laws, as it may be amended from time to time, shall not apply to the
Corporation.


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                                   ARTICLE VI

                                   AMENDMENTS

         These By-laws may be amended by the affirmative vote of the holders of
a majority of the shares of each class of the capital stock at the time
outstanding and entitled to vote at any annual or special meeting of
stockholders, provided that notice of the substance of the proposed amendment is
stated in the notice of such meeting. If authorized by the Articles of
Organization, the Directors, by a majority of their number then in office, may
also make, amend or repeal these By-laws, in whole or in part, except with
respect to (a) the provisions of these By-laws governing (i) the removal of
Directors, (ii) the indemnification of Directors and (iii) the amendment of
these By-laws and (b) any provisions of these By-laws which by law, the Articles
of Organization or these By-laws require action by the stockholders. Not later
than the time of giving notice of the meeting of stockholders next following the
making, amending or repealing by the Directors of any By-law, notice thereof
stating the substance of such change shall be given to all stockholders entitled
to vote on amending the By-laws. Any By-law adopted by the Directors may be
amended or repealed by the stockholders entitled to vote on amending the
By-laws.


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