EXHIBIT 3.1


                    ARTICLES OF ORGANIZATION, AS AMENDED
                      THE COMMONWEALTH OF MASSACHUSETTS
                          ARTICLES OF ORGANIZATION
                     (Under General Laws, Chapter 156B)


      1.   The name by which the corporation shall be known is:

      DATAMARINE INTERNATIONAL INC.

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

      To develop, manufacture, assemble, fabricate, import, lease, 
purchase or otherwise acquire, invest in, hold, use license the use of, 
install, handle, maintain, service or repair, sell, pledge, mortgage, 
exchange, export, distribute, lease, assign, and otherwise dispose of, and 
generally to trade and deal in and with, as principal or agent, at 
wholesale, retail, on commission, or otherwise, electronic systems, 
equipment and components, and electrical, mechanical, and electro-
mechanical apparatus and equipment of every kind and description, 
electronic, telecommunication, communication, transmitting, receiving, 
recording, reproducing, and similar equipment of every description, 
microwave devices and equipment, radio, sonar, radar, television, and 
related devices and equipment, and similar goods, wares, merchandise, 
commodities, articles of commerce, and property of every kind and 
description, and any and all products, machinery, equipment, and supplies 
used or useful in connection therewith.

      To acquire by purchase, exchange, or otherwise, all or any part of, 
or any interest in, the properties, assets, business, and goodwill of any 
one or more persons, firms, associations or corporations heretofore or 
hereafter engaged in any business which a corporation may now or hereafter 
be organized under the laws of this State; to pay for the same in cash, 
property, or in its own or other securities; to hold, operate, reorganize, 
liquidate, sell, or in any manner dispose of the whole or any part 
thereof; and in connection therewith, to assume or guarantee performance 
of any liabilities, obligations, or contracts of such persons, firms, 
associations or corporations, and to conduct the whole or any part of any 
business thus acquired.

      3.   The total number of shares and the par value, if any, of each 
class of stock which the corporation is authorized is as follows:

<TABLE>
<CAPTION>
                     NO PAR VALUE     PAR VALUE
    KIND OF STOCK    NO. OF SHARES    NO. OF SHARES    PAR VALUE
------------------------------------------------------------------

    <S>              <S>              <C>                <C>
    COMMON           NONE             3,000,000          $  .01
    PREFERRED        NONE             1,000,000          $ 1.00
</TABLE>

      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:

Preferred Stock

      The Preferred Stock, par value $1.00 per share, may be issued from 
time to time in one or more series as may from time to time be determined 
by the Board of Directors.  Each of said series shall be distinctly 
designated.  All shares of any one series of Preferred Stock shall be 
alike in every particular, except that there may be different dates from 
which dividends, if any, thereon shall be cumulative, if made cumulative.  
The voting powers, if any, and the designations, preferences and relative, 
participating, optional or other special rights or privileges of each 
series, and the qualifications, limitations or restrictions thereof, if 
any, may differ from those of any and all other series at any time 
outstanding; and, there is hereby expressly vested in the Board of 
Directors of the Corporation the authority to issue one or more series of 
Preferred Stock and to fix in the resolution or resolutions providing for 
the issue of such stock adopted by the Board of Directors of the 
Corporation the voting powers, if any, and the designations, preferences 
and relative, participation, optional or other special rights or 
privileges, and the qualifications, limitations or restrictions of such 
series, including, but not without limiting the generality of the 
foregoing, the following:

      1.   The distinctive designation of, and the number of shares of 
Preferred Stock which shall constitute such series.  The designation of a 
series of preferred stock need not include the words "preferred" or 
"preference" and may be designated "special" or other distinctive term.  
Unless otherwise provided in he resolution issuing such series, the number 
of shares of any series of Preferred Stock may be increased or decreased 
(but not below the number of shares thereof then outstanding) by the Board 
of Directors in the manner prescribed by law.

      2.   The rate and times at which, and the terms and conditions upon 
which, dividends, if any, on Preferred Stock of such series shall be paid, 
the extent of the preference or relation, if any, of such dividends to the 
dividends payable on any other class or classes, or series of the same or 
other classes of stock and whether such dividends shall be cumulative or 
noncumulative and, if cumulative, the date from which such dividends shall 
be cumulative.

      3.   Whether the series shall be convertible into, or exchangeable 
for, at the option of the holders of Preferred Stock of such series of the 
Corporation or upon the happening of a specified event, shares of any 
other class or classes or any other series of the same or any other class 
or classes of stock of the Corporation, and the terms and conditions of 
such conversion or exchange, including provisions for the adjustment of 
any such conversion rate in such events as the Board of Directors shall 
determine.

      4.   Whether or not Preferred Stock of such series shall be subject 
to redemption at the option of the Corporation or the holders of such 
series or upon the happening of a specified event, and the redemption 
price or prices and the time or times at which, and the terms and 
conditions upon which, Preferred Stock at such series may be redeemed.

      5.   The rights, if any, of the holders of Preferred Stock of such 
series upon the voluntary or involuntary liquidation, merger, 
consolidation, distribution or sale of assets, dissolution or winding-up 
of the Corporation.

      6.   The terms of the sinking fund or redemption or purchase 
account, if any, to be provided for the Preferred Stock of such series.

      7.   Whether such series of Preferred Stock shall have full, limited 
or no voting powers including, without limiting the generality of the 
foregoing, whether such series shall have the right, voting as a series by 
itself or together with other series of Preferred Stock or all series of 
Preferred Stock as a class, to elect one or more directors of the 
Corporation if there shall have been a default in the payment of dividends 
on any one or more series of Preferred Stock or under such other 
circumstances and on such conditions as the Board of Directors may 
determine.

      The relative powers, preferences and rights of each series of 
Preferred Stock in relation to the powers, preferences and rights of each 
other series of Preferred Stock shall, in each case, be fixed from time to 
time by the Board of Directors in the resolution or resolutions adopted 
pursuant to authority granted hereunder.  The consent, by class or series 
vote or otherwise, of the holders of such of the series of Preferred Stock 
as are from time to time outstanding shall not be required for the 
issuance by the Board of Directors of any other series of Preferred Stock 
whether or not the powers, preferences and rights of such other series 
shall be fixed by the Board of Directors as senior to, or on a parity 
with, the powers, preferences and rights of such outstanding series, or 
any of them; provided, however, that the Board of Directors may provide in 
the resolution or resolutions as to any series of Preferred Stock adopted 
pursuant hereto, the conditions, if any, under which the consent of the 
holders of a majority (or such greater proportion as shall be fixed 
therein) of the outstanding shares of such series shall be required for 
the issuances of any or all other series of Preferred Stock.  Shares of 
any series of Preferred Stock designated herein may be issued from time to 
time as the Board of Directors of the Corporation shall determine and on 
such terms and for such consideration as shall be fixed by the Board of 
Directors.

Series of Preferred Stock


                    TERMS FOR CONVERTIBLE PREFERRED STOCK
                       AND REDEEMABLE PREFERRED STOCK


      A.   Convertible Preferred Stock.  This series of preferred stock 
par value $1.00 per share ("Preferred Stock") of Datamarine International, 
Inc. (the "Corporation") shall be comprised of 2,000 shares designated as 
"Redeemable Convertible Participating Preferred Stock" (hereinafter 
referred to as "Convertible Preferred Stock").  The relative rights, 
preferences, restrictions and other matters relating to the Convertible 
Preferred Stock are as follows:

      1.   Dividends.  The holders of the Convertible Preferred Stock 
shall be entitled to receive, out of funds legally available therefor, 
dividends at the same rate as dividends are paid with respect to this 
Corporation's common stock, par value $.01 per share (the "Common Stock") 
(treating each share of Convertible Preferred Stock as being equal to the 
number of shares of Common Stock into which each such share of Convertible 
Preferred Stock could be converted pursuant to the provisions of Section 
A.5 hereof with such number determined as of the record date for the 
determination of holders of Common Stock entitled to receive such 
dividend).

      2.   Preference on Liquidation.  In the event of any liquidation, 
dissolution or winding up of the Corporation, the holders of the 
Convertible Preferred Stock shall be entitled to share in any distribution 
of any of the assets, capital, surplus or earnings of the Corporation 
ratably with the holders of the Common Stock of the Corporation (after the 
payment in full of the liquidation preference on the Redeemable Preferred 
Stock), based upon the amount which such Convertible Preferred Stock would 
have been entitled to receive in connection with such liquidation, 
dissolution or winding up if such share had been converted into Common 
Stock at the Conversion Price (as defined in Section A.5 below) in effect 
on such date, together with an amount equal to all declared but unpaid 
dividends on the Convertible Preferred Stock as provided in Section A.1 
above, if any.  

      3.   Redemption.

      (a)   At the election of the Corporation, subject to the holders' of 
Convertible Preferred Stock rights of conversion pursuant to the terms of 
Section 5 hereof, the Corporation may redeem all, but not less than all, 
of the shares of Convertible Preferred Stock then outstanding on or after 
December 31, 2000, so long as the Redeemable Preferred Stock shall have 
been redeemed in full on or prior to such date.  If the Corporation elects 
to redeem the Convertible Preferred Stock, it shall give written notice of 
such election at least 60 days prior to the date of redemption, together 
with the date of redemption, and, if the Corporation's Common Stock is not 
then publicly held, the Corporation's estimate of the Fair Market Value of 
the Convertible Preferred Stock, to the holders of the Convertible 
Preferred Stock and all shares of Convertible Preferred Stock will be 
redeemed on the date specified for redemption in the Company's notice (the 
"Redemption Date") for a per share cash purchase price equal to the Fair 
Market Value (as determined in Section A.3(d) below) of the Convertible 
Preferred Stock plus any accumulated and unpaid dividends (the "Redemption 
Price").  On or after the Redemption Date, each holder of shares of 
Convertible Preferred Stock called for redemption shall surrender the 
certificate evidencing such shares to the Corporation at the place 
designated in such notice and shall thereupon be entitled to receive 
payment of the Redemption Price.

      (b)   Rights.  From and after the Redemption Date,  unless there 
shall have been a default in payment or tender by the Corporation of the 
Redemption Price, all rights of the holders with respect to such redeemed 
shares of Convertible Preferred Stock (except the right to receive the 
Redemption Price in accordance with the terms hereof upon surrender of 
their certificate) shall cease and such shares shall not thereafter be 
transferred on the books of this Corporation or be deemed to be 
outstanding for any purpose whatsoever. 

      (c)   Insufficient Funds.  If the funds of the Corporation legally 
available for redemption of shares of Convertible Preferred Stock on the 
Redemption Date are insufficient to redeem the total number of shares of 
Convertible Preferred Stock, the Corporation shall use those funds which 
are legally available to redeem the maximum possible number of such shares 
ratably among the holders of such shares to be redeemed.  At any time 
thereafter when additional funds of the Corporation are legally available 
for the redemption of shares of Convertible Preferred Stock, such funds 
will immediately be used to redeem the balance of the shares which the 
Corporation has become obligated to redeem on the Redemption Date but 
which it has not redeemed at the Redemption Price together with any 
accrued interest thereon as provided below.  If any shares of Convertible 
Preferred Stock are not redeemed because the Corporation failed to pay or 
tender to pay the aggregate Redemption Price on all outstanding shares of 
Convertible Preferred Stock, all shares which have not been redeemed shall 
remain outstanding and entitled to all the rights and preferences provided 
herein, and the Corporation shall pay interest on the unpaid portion of 
the Redemption Price for the unredeemed portion at a per annum rate equal 
to twenty percent (20%) or the maximum rate of interest permitted under 
applicable law, whichever is less.  

      (d)   Fair Market Value Determination.  If the Corporation's Common 
Stock is publicly traded at the Redemption Date, the Fair Market Value of 
each share of Convertible Preferred Stock shall equal the product of the 
number of shares of Common Stock into which each share of the Convertible 
Preferred Stock may then be converted multiplied by the average closing 
price for the Corporation's Common Stock for the thirty (30) trading days 
immediately preceding the Redemption Date.  If the Corporation's Common 
Stock is not publicly traded on the Redemption Date, the Fair Market Value 
shall be determined in accordance with the following provisions.  If the 
holders of a majority in interest of the Convertible Preferred Stock do 
not object in writing to the Corporation's estimate of the Fair Market 
Value of the Convertible Preferred Stock within fifteen (15) days after 
receipt of the Corporation's written notice of redemption, such estimate 
shall be the Fair Market Value for purposes of determining the Redemption 
Price of the Convertible Preferred Stock.  If the holders of a majority in 
interest of the Convertible Preferred Stock do timely object to the 
Corporation's estimate of Fair Market Value, the Corporation and such 
holders shall seek for a ten (10) day period thereafter to negotiate the 
Fair Market Value in good faith.  If the Corporation and the holders of a 
majority in interest of the Convertible Preferred Stock are unable to 
agree upon such Fair Market Value by the end of such period, each of the 
Corporation and the holders (acting by a majority in interest) shall, 
within ten (10) days thereafter, select an unaffiliated investment banking 
firm of nationally recognized standing in the telecommunications equipment 
industry to appraise the Fair Market Value of the Convertible Preferred 
Stock.  Each such firm will deliver its appraisal of the Fair Market Value 
within fifteen (15) days thereafter, and if the lower appraisal is at 
least 90% of the higher appraisal, the arithmetic mean of the two shall be 
the Fair Market Value.  If the two appraisals vary by more than 10%, the 
two firms shall promptly select a third investment banking firm of 
nationally recognized standing in the telecommunications equipment 
industry.  Such third firm shall, within ten (10) days thereafter, deliver 
its appraisal of the Fair Market Value of the Convertible Preferred Stock, 
the two appraisals which are closest together in value shall be averaged 
and such amount shall be the Fair Market Value for purposes of determining 
the Redemption Price.  The Fair Market Value of the Convertible Preferred 
Stock shall be determined: (i) without regard to the illiquid nature of 
such stock or for any discount attributable to the minority interest 
represented by such stock; (ii) with the Corporation valued as a going 
concern (including all net working capital); and (iii) on the basis of 
what a willing buyer would pay to a seller under no compunction to sell.  
All costs of the appraisals hereunder shall be borne by the Corporation.

      4.   Voting.  Except as otherwise provided herein or as required by 
law, the shares of the Convertible Preferred Stock shall be voted together 
with the Corporation's Common Stock as a single voting group at any annual 
or special meeting of the stockholders of the Corporation, or may act by 
written consent as a single voting group with the Corporation's Common 
Stock, and shall otherwise have the same voting rights of the Common 
Stock.  Each share of Convertible Preferred Stock shall entitle the holder 
thereof to such number of votes per share as shall equal the number of 
shares of Common Stock into which such share of Convertible Preferred 
Stock is then convertible. 

      5.   Conversion Rights.  The holders of Convertible Preferred Stock 
shall have conversion rights as follows:

      (a)   Conversion at Holder's Election.  Each share of Convertible 
Preferred Stock shall be converted promptly upon the written election to 
so convert by holders of a majority in interest of the Convertible 
Preferred Stock into shares of Common Stock, initially at a conversion 
price equal to $9.00 per share of Common Stock, which price shall be 
adjusted as hereinafter provided (and, as so adjusted, is hereinafter 
sometimes referred to as the "Conversion Price"), with each share of 
Convertible Preferred Stock being valued for such purpose at $737.85. 

      (b)   Conversion at the Company's Election.  At any time on or after 
December 19, 2000, the Company may, in its sole discretion, elect to 
convert each share of Convertible Preferred Stock into shares of Common 
Stock, at the Conversion Price, with each share of Convertible Preferred 
Stock being valued for such purpose at $737.85, by providing written 
notice of the Company's election to each holder of Convertible Preferred 
Stock specifying a date not earlier than sixty (60) days from the mailing 
date of such notice as the date for surrender of certificates of 
Convertible Preferred Stock in connection with such conversion (the 
"Initial Surrender Date") and provided that the Company shall redeem all 
outstanding shares of Redeemable Preferred Stock (defined below) at or 
prior to the Initial Surrender Date.

      (c)   Dividends.  If Convertible Preferred Stock is converted 
pursuant to Section A.5(a) or Section A.5(b) and at such time there are 
declared and unpaid dividends or other amounts due on such shares, such 
dividends shall be paid in full by the Corporation in connection with such 
conversion.

      (d)   Conversion Procedures.  Any holder of Convertible Preferred 
Stock whose shares are converted into shares of Common Stock shall 
promptly, in the case of conversion pursuant to Section A.5(a), or at or 
within five (5) days after the Initial Surrender Date, in the case of 
conversion pursuant to Section A.5(b), surrender the certificate or 
certificates representing the Convertible Preferred Stock being converted, 
duly assigned or endorsed for transfer to the Corporation (or accompanied 
by duly executed stock powers relating thereto), at the principal 
executive office of the Corporation or the offices of the transfer agent 
for the Convertible Preferred Stock or such office or offices in the 
continental United States of an agent for conversion as may from time to 
time be designated by notice to the holders of the Convertible Preferred 
Stock by the Corporation, accompanied, in the case of a voluntary 
conversion pursuant to Section A.5(a), by written notice of conversion.  
Such notice of conversion shall specify (i) the number of shares of 
Convertible Preferred Stock to be converted, (ii) the name or names in 
which such holder wishes the certificate or certificates for Common Stock 
to be issued, and (iii) the address to which such holder wishes delivery 
to be made of such new certificates to be issued upon such conversion.  
Upon surrender of a certificate representing Convertible Preferred Stock 
for conversion, the Corporation shall issue and send by hand delivery, by 
courier or by overnight courier to the holder thereof or to such holder's 
designee, at the address designated by such holder, a certificate or 
certificates for the number of shares of Common Stock to which such holder 
shall be entitled upon conversion.

      (e)   Effective Date of Conversion.  The issuance by the Corporation 
of shares of Common Stock upon a conversion of Convertible Preferred Stock 
into shares of Common Stock pursuant to Section A.5(a) or Section A.5(b) 
hereof shall be effective as of the date of the surrender of the 
certificate or certificates for the Convertible Preferred Stock to be 
converted, duly assigned or endorsed for transfer to the Corporation (or 
accompanied by duly executed stock powers relating thereto); provided, 
however, that in the event of conversion pursuant to Section A.5(b), any 
shares of Convertible Preferred Stock in respect of which certificates 
have not been surrendered in accordance with Section A.5(d) by the 
Corporation's close of business on the fifth day after the Initial 
Surrender Date (such day, the "Final Surrender Date") shall be 
automatically converted into shares of Common Stock in accordance with 
Section A.5(b), without any further action on the part of the holder of 
such shares, effective as of the Final Surrender Date.  On and after the 
effective date of conversion, the person or persons entitled to receive 
the Common Stock issuable upon such conversion shall be treated for all 
purposes as the record holder or holders of such shares of Common Stock.

      (f)   Fractional Shares.  The Corporation shall not be obligated to 
deliver to holders of Convertible Preferred Stock any fractional share of 
Common Stock issuable upon any conversion of such Convertible Preferred 
Stock, but in lieu thereof may make a cash payment in respect thereof in 
any manner permitted by law.

      (g)   Reservation of Common Stock.  The Corporation shall at all 
times reserve and keep available out of its authorized and unissued Common 
Stock, solely for issuance upon the conversion of Convertible Preferred 
Stock as herein provided, free from any preemptive rights or other 
obligations, such number of shares of Common Stock as shall from time to 
time be issuable upon the conversion of all the Convertible Preferred 
Stock then outstanding.  The Corporation shall prepare and shall use its 
best efforts to obtain and keep in force such governmental or regulatory 
permits or other authorizations as may be required by law, excluding 
permits or authorizations relating to registration under Federal or state 
securities laws,  in order to enable the Corporation lawfully to issue and 
deliver to each holder of record of Convertible Preferred Stock such 
number of shares of its Common Stock as shall from time to time be 
sufficient to effect the conversion of all Convertible Preferred Stock 
then outstanding and convertible into shares of Common Stock.

      (h)   Adjustments to Conversion Price.  The Conversion Price in 
effect from time to time shall be subject to adjustment from and after 
December 19, 1995 and through the effective date of the conversion of all 
of the then outstanding Convertible Preferred Stock and regardless of 
whether any shares of Convertible Preferred Stock are then issued and 
outstanding as follows:

            (I)   Stock Dividends, Subdivisions and Combinations.  Upon 
the issuance of additional shares of Common Stock as a dividend or other 
distribution on outstanding Common Stock, the subdivision of outstanding 
shares of Common Stock into a greater number of shares of Common Stock, or 
the combination of outstanding shares of Common Stock into a smaller 
number of shares of  Common Stock, the Conversion Price shall, 
simultaneously with the happening of such dividend, subdivision or split 
be adjusted by multiplying the then effective Conversion Price by a 
fraction, the numerator of which shall be the number of shares of Common 
Stock outstanding immediately prior to such event and the denominator of 
which shall be the number of shares of Common Stock outstanding 
immediately after such event.  An adjustment made pursuant to this Section 
A.5(g)(I) shall be given effect, upon payment of such a dividend or 
distribution, as of the record date for the determination of stockholders 
entitled to receive such dividend or distribution (on a retroactive basis) 
and in the case of a subdivision or combination shall become effective 
immediately as of the effective date thereof.

            (II)   Sale of Common Stock.  In the event the Corporation 
shall at any time, or from time to time, issue, sell or exchange any 
shares of Common Stock (including shares held in the Corporation's 
treasury but excluding any shares of Common Stock issued (i) to employees 
or officers of the Corporation under the Corporation's Datamarine Employee 
Investment Plan (401(k) Plan) and/or the 1980 Employee Stock Purchase 
Plan, each as in effect as of November 1, 1995 or (ii) to officers, 
directors, employees, consultants, advisors or agents of the Corporation 
upon the exercise of Excluded Options (as defined in Section 5(g)(III) 
below)), for a consideration per share less than the Conversion Price in 
effect immediately prior to the issuance, sale or exchange of such shares, 
then, and thereafter successively upon each such issuance, sale or 
exchange, the Conversion Price in effect immediately prior to the 
issuance, sale or exchange of such shares shall forthwith be reduced to an 
amount determined by multiplying such Conversion Price by a fraction:

                  (A)   the numerator of which shall be (i) the number of 
shares of Common Stock of all classes outstanding immediately prior to the 
issuance of such additional shares of Common Stock (excluding treasury 
shares but including all shares of Common Stock issuable upon conversion, 
exercise or exchange of any outstanding Preferred Stock, options, 
warrants, rights or convertible or exchangeable securities (including the 
convertible debentures due December 19, 2000 issued by this Corporation 
(the "Convertible Debentures") pursuant to that certain Debenture Purchase 
Agreement dated as of December 19, 1995 among the Company and the parties 
named on the signature pages and Exhibit A thereto (the "Debenture 
Purchase Agreement.)), plus (ii) the number of shares of Common Stock 
which the net aggregate consideration received by the Corporation for the 
total number of such additional shares of Common Stock so issued would 
purchase at the Conversion Price (prior to adjustment), and

                  (B)   the denominator of which shall be (i) the number 
of shares of Common Stock of all classes outstanding immediately prior to 
the issuance of such additional shares of Common Stock (excluding treasury 
shares but including all shares of Common Stock issuable upon conversion, 
exercise or exchange of any outstanding Preferred Stock, options, 
warrants, rights or convertible or exchangeable securities (including the 
Convertible Debentures)), plus (ii) the number of such additional shares 
of Common Stock so issued.

            (III)   Sale of Options, Rights or Convertible Securities.  In 
the event the Corporation shall at any time or from time to time, issue 
options, warrants or rights to subscribe for shares of Common Stock (other 
than any options or warrants for shares of Common Stock granted to 
officers, directors, employees, consultants, advisors or agents of the 
Corporation pursuant to either (a) the Corporation's 1991 Stock Option 
Plan at an exercise price equal to at least 80% of the then current fair 
market value of the Common Stock, or (b) the Corporation's 1992 Stock 
Option Plan for Non-Employee Directors at exercise prices equal to the 
then current fair market value of the Common Stock (the "Excluded 
Options")), or issue any securities convertible into or exchangeable for 
shares of Common Stock, for a consideration per share (determined by 
dividing the Net Aggregate Consideration (as determined below) by the 
aggregate number of shares of Common Stock that would be issued if all 
such options, warrants, rights or convertible or exchangeable securities 
were exercised, converted or exchanged to the fullest extent permitted by 
their terms) less than the Conversion Price in effect immediately prior to 
the issuance of such options, warrants, rights or convertible or 
exchangeable securities, the Conversion Price in effect immediately prior 
to the issuance of such options, warrants, rights or convertible or 
exchangeable securities shall forthwith be reduced to an amount determined 
by multiplying such Conversion Price by a fraction:

                  (A)   the numerator of which shall be (i) the number of 
shares of Common Stock of all classes outstanding immediately prior to the 
issuance of such options, rights or convertible or exchangeable securities 
(excluding treasury shares but including all shares of Common Stock 
issuable upon conversion, exercise or exchange of any outstanding 
Preferred Stock, options, warrants, rights or convertible securities 
(including the Convertible Debentures)), plus (ii) the number of shares of 
Common Stock which the total amount of consideration received by the 
Corporation for the issuance of such options, warrants, rights or 
convertible or exchangeable securities plus the minimum amount set forth 
in the terms of such security as payable to the Corporation upon the 
exercise, conversion or exchange thereof (the "Net Aggregate 
Consideration") would purchase at the Conversion Price prior to 
adjustment, and

                  (B)   the denominator of which shall be (i) the number 
of shares of Common Stock of all classes outstanding immediately prior to 
the issuance of such options, warrants, rights or convertible or 
exchangeable securities (excluding treasury shares but including all 
shares of Common Stock issuable upon conversion, exercise or exchange of 
any outstanding Preferred Stock, options, warrants, rights or convertible 
or exchangeable securities (including the Convertible Debentures)), plus 
(ii) the aggregate number of shares of Common Stock that would be issued 
if all such options, warrants, rights or convertible or exchangeable 
securities were exercised, converted or exchanged.

            (IV)   Expiration or Change in Price.  If the consideration 
per share provided for in any options, warrants or rights to subscribe for 
shares of Common Stock or any securities exchangeable for or convertible 
into shares of Common Stock changes at any time, the Conversion Price in 
effect at the time of such change shall be readjusted to the Conversion 
Price which would have been in effect at such time had such options, 
warrants rights or convertible or exchangeable securities provided for 
such changed consideration per share (determined as provided in Section 
A.5(g)(III) hereof), at the time initially granted, issued or sold; 
provided, that such adjustment of the Conversion Price will be made only 
as and to the extent that the Conversion Price effective upon such 
adjustment remains less than or equal to the Conversion Price that would 
be in effect if such options, warrants, rights or convertible or 
exchangeable securities had not been issued.  No adjustment of the 
Conversion Price shall be made under this Section A.5 upon the issuance of 
any shares of Common Stock which are issued pursuant to the exercise of 
any options, warrants or other subscription or purchase rights or pursuant 
to the exercise of any conversion or exchange rights in any convertible or 
exchangeable securities if an adjustment shall previously have been made 
upon the issuance of such options, warrants, rights or convertible or 
exchangeable securities.  Any adjustment of the Conversion Price shall be 
disregarded if, as, and when the rights to acquire shares of Common Stock 
upon exercise or conversion of the options, warrants, rights or 
convertible or exchangeable securities which gave rise to such adjustment 
expire or are canceled without having been exercised, so that the 
Conversion Price effective immediately upon such cancellation or 
expiration shall be equal to the Conversion Price in effect at the time of 
the issuance of the expired or canceled warrants, options, rights or 
convertible securities, with such additional adjustments as would have 
been made to that Conversion Price had the expired or canceled warrants, 
options, rights or convertible securities not been issued.

      (i)   Other Adjustments.  In the event the Corporation shall make or 
issue, or fix a record date for the determination of holders of Common 
Stock entitled to receive, a non-cash dividend or other distribution 
payable in securities of the Corporation other than shares of Common 
Stock, then and in each such event lawful and adequate provision shall be 
made so that the holders of Convertible Preferred Stock shall receive upon 
conversion thereof in addition to the number of shares of Common Stock 
receivable thereupon, the number of securities of the Corporation which 
they would have received had their Convertible Preferred Stock been 
converted into Common Stock on the date of such event and had they 
thereafter, during the period from the date of such event to and including 
the Conversion Date (as that term is hereafter defined), retained such 
securities receivable by them as aforesaid during such period.

      If the Common Stock issuable upon the conversion of the Convertible 
Preferred Stock shall be changed into the same or different number of 
shares of any class or classes of stock, whether by reorganization, 
reclassification or otherwise (other than a subdivision or combination of 
shares or stock dividend provided for above, or a reorganization, merger, 
consolidation or sale of assets provided for elsewhere in this Section 
A.5), then and in each such event the holder of each share of Convertible 
Preferred Stock shall have the right thereafter to convert such share into 
the kind and amount of shares of stock and other securities and property 
receivable upon such reorganization, reclassification or other change, by 
holders of the number of shares of Common Stock into which such shares of 
Convertible Preferred Stock might have been converted immediately prior to 
such reorganization, reclassification or change, all subject to further 
adjustment as provided herein.

      (j)   Mergers and Other Reorganizations.  If at any time or from 
time to time there shall be a capital reorganization of the Common Stock 
(other than a subdivision, combination, reclassification or exchange of 
shares provided for elsewhere in this Section A.5) or a merger or 
consolidation of the Corporation with or into another corporation or the 
sale of all or substantially all of the Corporation's properties and 
assets to any other person, then, as a part of and as a condition to the 
effectiveness of such reorganization, merger, consolidation or sale, 
lawful and adequate provision shall be made so that the holders of the 
Convertible Preferred Stock shall thereafter be entitled to receive upon 
conversion of the Convertible Preferred Stock the number of shares of 
stock or other securities or property of the Corporation or of the 
successor corporation resulting from such merger or consolidation or sale, 
to which such holders would have been entitled upon such capital 
reorganization, merger, consolidation or sale had such holders converted 
their shares of Convertible Preferred Stock into Common Stock immediately 
prior to such capital reorganization, merger, consolidation, or sale.  In 
any such case, appropriate provisions shall be made with respect to the 
rights of the holders of the Convertible Preferred Stock after the 
reorganization, merger, consolidation or sale to the end that the 
provisions of this Section A.5 (including without limitation provisions 
for adjustment of the Conversion Price and the number of shares 
purchasable upon conversion of the Convertible Preferred Stock) shall 
thereafter be applicable, as nearly as may be, with respect to any shares 
of stock, securities or assets to be deliverable thereafter upon the 
conversion of the Convertible Preferred Stock.

      (k)   Notices.  In each case of an adjustment or readjustment of the 
Conversion Price, the Corporation will furnish each holder of Convertible 
Preferred Stock or any Convertible Debentures with a certificate, prepared 
by the chief financial officer of the Corporation, showing such adjustment 
or readjustment, and stating in detail the facts upon which such 
adjustment or readjustment is based; provided, however, that the 
Corporation shall be entitled to deliver any such notices to the 
representative of the holders as set forth in Section 12.6 of the 
Debenture Purchase Agreement.

      6.   Restrictions and Limitations.  So long as the Convertible 
Preferred Stock remains outstanding, the Corporation shall not without the 
affirmative vote or written consent of the holders of a majority in 
interest of the then outstanding shares of the Convertible Preferred Stock 
(adjusted appropriately for stock splits, stock dividends and the like):


            (i)   Redeem, purchase or otherwise acquire for value (or pay 
into or set aside for a sinking fund for such purpose), any share or 
shares of stock other than redemption of the Redeemable Preferred Stock in 
accordance with the terms thereof or pursuant to Section A.2 or Section 
A.3 hereof; provided, however, that this restriction shall not apply to 
the repurchase or redemption of shares of Common Stock issued pursuant to 
stock repurchase or similar agreements under which the Company has the 
option to repurchase such shares upon the occurrence of certain events, 
including the termination of employment and involuntary transfers by 
operation of law, provided that (unless the purchase is approved by 
unanimous vote of the Board of Directors of the Corporation) the 
repurchase price paid by the Corporation does not exceed the purchase 
price paid to the Corporation for such shares;

            (ii)   Authorize or issue, or obligate itself to issue, any 
other equity security senior to the Convertible Preferred Stock as to 
liquidation preferences, redemptions, or dividend rights or with any 
special voting rights (other than the Redeemable Preferred Stock);

            (iii)   Increase or decrease (other than by conversion as 
permitted hereby) the total number of authorized shares of Convertible 
Preferred Stock or Redeemable Preferred Stock;

            (iv)   Pay any dividends on any of its capital stock or 
otherwise make any payments to any holders of its Common Stock, except as 
otherwise expressly permitted in the Debenture Purchase Agreement;

            (v)   Authorize any merger or consolidation of the Corporation 
or SEA, Inc. with or into any other corporation, partnership or entity 
(other than a wholly-owned subsidiary of the Corporation or in connection 
with an acquisition which is permitted under the terms of a certain 
Debenture Purchase Agreement dated December 19, 1995 by and among the 
holders of the Corporation's Convertible Debentures issued thereunder and 
the Corporation (the "Debenture Purchase Agreement"), authorize or permit 
the liquidation, dissolution or winding up of the Corporation, SEA, Inc. 
of Delaware or Narrowband Network Systems, Inc. or authorize or permit the 
sale of all or any substantial portion of the capital stock or assets of 
the Corporation, SEA, Inc. of Delaware or Narrowband Network Systems, Inc. 
(except as permitted pursuant to Sections 5.11 and 5.12 of the Debenture 
Purchase Agreement); or

            (vi)   Amend the Amended and Restated Articles of 
Incorporation or By-Laws of the Corporation in a manner which, or take any 
other action or enter into any other agreements which, could prohibit or 
conflict with the Corporation's obligations hereunder with respect to the 
holders of the Convertible Preferred Stock.

      7.   No Reissuance of Convertible Preferred Stock.  No share or 
shares of the Convertible Preferred Stock acquired by the Corporation by 
reason of redemption, purchase, conversion or otherwise shall be reissued, 
and all such shares shall be canceled, retired, and eliminated from the 
shares which the Corporation shall be authorized to issue.  The 
Corporation may from time to time take such appropriate corporate action 
as may be necessary to reduce the authorized number of shares of the 
Convertible Preferred Stock accordingly.

      8.   Notices of Record Date.  In the event (i) the Corporation 
establishes a record date to determine the holders of any class of 
securities who are entitled to receive any dividend or other distribution, 
or (ii) there occurs any capital reorganization of the Corporation, any 
reclassification or recapitalization of the capital stock of the 
Corporation, any merger or consolidation of the Corporation, and any 
transfer of all or substantially all of the assets of the Corporation to 
any other Corporation, or any other entity or person, or any voluntary or 
involuntary dissolution, liquidation or winding up of the Corporation, the 
Corporation shall mail to the representative of the holders of Convertible 
Preferred Stock as set forth in Section 12.6 of the Debenture Purchase 
Agreement at least twenty (20) days prior to the record date specified 
therein, a notice specifying (a) the date of such record date for the 
purpose of such dividend or distribution and a description of such 
dividend or distribution, (b) the date on which any such reorganization, 
reclassification, transfer, consolidation, merger, dissolution, 
liquidation or winding up is expected to become effective, and (c) the 
time, if any, that is to be fixed, as to when the holders of record of 
Common Stock (or other securities) shall be entitled to exchange their 
shares of Common Stock (or other securities) for securities or other 
property deliverable upon such reorganization, reclassification, transfer, 
consolidation, merger, dissolution, liquidation or winding up.

      B.   Redeemable Preferred Stock.  This series of Preferred Stock of 
the Corporation shall be comprised of 2,000 shares designated as 
"Redeemable Preferred Stock" (hereinafter referred to as "Redeemable 
Preferred Stock").  The relative rights, preferences, restrictions and 
other matters relating to the Redeemable Preferred Stock are as follows:

      1.   Dividends.  The holders of the Redeemable Preferred Stock shall 
be entitled to receive, and the Corporation shall be bound to pay on the 
earlier of the RPF Redemption Date or the Optional Redemption Date (unless 
sooner paid at the election of the Company), cumulative dividends in an 
amount per share determined by (i) accruing dividends for each calendar 
year or portion thereof that any shares of the Redeemable Preferred Stock 
are outstanding (A) through December 31, 1996 at the per annum rate of 
$100.00, (B) during calendar year 1997 at the per annum rate of $110.00, 
(C) during calendar year 1998 at the per annum rate of $120.000, (D) 
during calendar year 1999 at the per annum rate of $140.00, and (E) during 
calendar year 2000 and thereafter at the per annum rate of $150.00, and 
(ii) compounding such dividends on each calendar year end until paid (or 
through any date on which such dividends are to be paid) at the per annum 
dividend rate for such year.

      2.   Preference on Liquidation.

      (a)   In the event of any liquidation, dissolution or winding up of 
the Corporation, the holders of the Redeemable Preferred Stock shall be 
entitled to receive in cash and prior and in preference to any 
distribution of any assets, capital, surplus or earnings of the 
Corporation to the holders of any other capital stock of the Corporation 
(including the Convertible Preferred Stock and the Common Stock), the 
amount of $1,000.00 per share for each share of Redeemable Preferred Stock 
then held by them (adjusted for any stock split, combination, 
consolidation, or stock distributions or stock dividends with respect to 
such shares) together with all accrued but unpaid cumulative dividends on 
the Redeemable Preferred Stock (the "Liquidation Preference Amount").  If 
the assets and funds thus distributed among the holders of the Redeemable 
Preferred Stock shall be insufficient to permit the payment to such 
holders of the full Liquidation Preference Amount then the entire assets 
and funds of the Corporation legally available for distribution shall be 
distributed ratably among the holders of the Redeemable Preferred Stock.  

      (b)   The following shall be deemed to be a liquidation, dissolution 
or winding up within the meaning of this Section B.2 (with each such event 
being referred to herein as a "Corporate Disposition"): (i) a 
consolidation or merger of this Corporation with or into any other 
corporation or corporations (other than a wholly-owned subsidiary or in 
connection with an acquisition permitted under the Debenture Purchase 
Agreement); (ii) the sale, transfer or other disposition of all or 
substantially all of the assets of this Corporation; or (iii) the 
effectuation by the Corporation or its shareholders of a transaction or 
series of related transactions in which more than 50% of the voting power 
of the Corporation is disposed of (other than as permitted under the 
Debenture Purchase Agreement).

      3.   Redemption.

      (a)   Mandatory Redemption.  The Corporation shall redeem all of the 
shares of Redeemable Preferred Stock then outstanding on December 19, 
2000.  On or prior to June 30, 1999, the Corporation shall give written 
notice by mail, postage prepaid, to the holders of the then outstanding 
Redeemable Preferred Stock at the address of each such holder appearing on 
the books of the Corporation or given by such holder to the Corporation 
for the purpose of notice.  Such notice shall set forth the date specified 
for redemption (December 19, 2000) and the Redemption Price (which shall 
be the Liquidation Preference Amount).  The notice shall further call upon 
such holders to surrender to the Corporation on or before the applicable 
redemption date at the place designated in the notice such holder's 
certificate or certificates representing the shares to be redeemed on 
December 19, 2000 (the "RPF Redemption Date") or an indemnification and 
loss certificate.  On or before the applicable RPF Redemption Date, each 
holder of shares of Redeemable Preferred Stock called for redemption shall 
surrender the certificate evidencing such shares, or such indemnification 
and loss certificate, to the Corporation.  At such time, the Corporation 
shall pay to each of the holders of Redeemable Preferred Stock a per share 
cash price equal to the Redemption Price.

      (b)   Optional Redemption.  The Corporation may, in its sole 
discretion, at any time after December 19, 1997, redeem all of the shares 
of Redeemable Preferred Stock then outstanding.  The Corporation shall 
give the holders of the then outstanding Redeemable Preferred Stock not 
less than sixty (60) days prior written notice by mail, postage prepaid, 
at the address of each such holder appearing on the books of the 
Corporation or given by such holder to the Corporation for the purpose of 
such notice.  Such notice shall set forth the date specified for 
redemption (the "Optional Redemption Date") and the Redemption Price 
(which shall be the Liquidation Preference Amount).  The notice shall 
further call upon such holders to surrender to the Corporation on or 
before the Optional Redemption Date at the place designated in the notice 
such holder's certificate or certificates representing the shares to be 
redeemed on the Optional Redemption Date or an indemnification and loss 
certificate.  On or before the applicable Optional Redemption Date, each 
holder of shares of Redeemable Preferred Stock called for redemption shall 
surrender the certificate evidencing such shares, or such indemnification 
and loss certificate, to the Corporation.  At such time, the Corporation 
shall pay to each of the holders of Redeemable Preferred Stock a per share 
cash price equal to the Redemption Price.

      (c)   Termination of Rights.  From and after any applicable RPF 
Redemption Date or Optional Redemption Date, unless there shall have been 
a default in payment or tender by the Corporation of the Redemption Price, 
all rights of the holders with respect to such redeemed shares of 
Redeemable Preferred Stock (except the right to receive the Redemption 
Price upon surrender of their certificate) shall cease and such shares 
shall not thereafter be transferred on the books of this Corporation or be 
deemed to be outstanding for any purpose whatsoever.

      (d)   Insufficient Funds.  If the funds of the Corporation legally 
available for redemption of shares of Redeemable Preferred Stock on the 
applicable RPF Redemption Date or Optional Redemption Date are 
insufficient to redeem the total number of shares of Redeemable Preferred 
Stock on such redemption date, the Corporation shall use those funds which 
are legally available to redeem the maximum possible number of such shares 
ratably among the holders of such shares to be redeemed.  At any time 
thereafter when additional funds of the Corporation are legally available 
for the redemption of shares of Redeemable Preferred Stock, such funds 
will immediately be used to redeem the balance of the shares which the 
Corporation has become obligated to redeem on the applicable RPF 
Redemption Date or Optional Redemption Date, but which it has not 
redeemed, at the Redemption Price together with any accrued interest 
thereon as provided below.  If any shares of Redeemable Preferred Stock 
are not redeemed for the foregoing reason or because the Corporation 
otherwise failed to pay or tender to pay the aggregate Redemption Price on 
all outstanding shares of Redeemable Preferred Stock, all shares which 
have not been redeemed shall remain outstanding and entitled to all the 
rights and preferences provided herein, and the Corporation shall pay 
interest on the unpaid portion of the Redemption Price for the unredeemed 
portion at an aggregate per annum rate equal to twenty percent (20%) or 
the maximum rate permitted by applicable law, whichever is less.

      4.   Voting.   Except as required by law, the shares of the 
Redeemable Preferred Stock shall not have any voting rights or powers.

      5.   No Reissuance of Redeemable Preferred Stock.  No share or 
shares of the Redeemable Preferred Stock acquired by the Corporation by 
reason of redemption, purchase, conversion or otherwise shall be reissued, 
and all such shares shall be canceled, retired, and eliminated from the 
shares which the Corporation shall be authorized to issue.  The 
Corporation may from time to time take such appropriate corporate action 
as may be necessary to reduce the authorized number of shares of the 
Redeemable Preferred Stock accordingly.



      5.   The restrictions, if any, imposed by the Articles of 
Organization upon the transfer of shares of stock of any class are as 
follows:

      NONE



      6.   Other lawful provisions, if any, for the conduct and regulation 
of the business 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:

      Any amendment of the Articles of Organization of this corporation, 
other than amendments which would have been governed by Section 70 of 
Chapter 156B of the General Laws, as the same exists on the date of 
adoption of this amendment of the Articles, shall require the affirmative 
vote of two-thirds of the shares of each class of stock of this 
corporation outstanding and entitled to vote thereon.

      Any sale, lease, or exchange of all or substantially all of the 
property and assets, including good will, of this corporation shall 
require the affirmative vote of two-thirds of the shares of each class of 
stock of this corporation outstanding and entitled to vote thereon; 
provided, however, that the mortgage or pledge of, or granting a security 
interest in, all or substantially all the property and assets of the 
corporation, including good will, shall not require the authorization or 
consent of stockholders.

      Any agreement of merger or consolidation to which this corporation 
is a party which would have been governed by Section 78 or 79 of said 
Chapter 156B, as they exist on the date of the adoption of this amendment, 
shall require the affirmative vote of two-thirds of the shares of each 
class of stock of this corporation outstanding and entitled to vote 
thereon; provided, however, that no stockholder approval by this 
corporation shall be required of any agreement of merger under which this 
corporation is the surviving corporation if the conditions set forth in 
Section 78(c)(2) of said Chapter 156B, as it exists on the date of 
adoption of this amendment, are satisfied.

      The foregoing Sections 70, 78 and 79 of said Chapter 156B, as they 
exist on the date of adoption of this amendment, are attached as exhibits 
A, B and C, respectively.

      Vote Required for Certain Business Combinations

      A.   In addition to any affirmative vote required by law or these 
Articles of Organization, and except as otherwise expressly provided in 
Paragraph B of this Provision:

      (i)   any merger or consolidation of the corporation or any 
subsidiary (as hereinafter defined) with (a) an Interested Stockholder (as 
hereinafter defined) or (b) any other corporation (whether or not itself 
an Interested Stockholder) which is, or after such merger or consolidation 
would be, an Affiliate (as such term is hereinafter defined) of an 
Interested Stockholder; or

      (ii)   any sale, lease, exchange, mortgage, pledge, grant of a 
security interest, transfer or other disposition (in one transaction or a 
series of transactions) to or with (a) an Interested Stockholder or (b) or 
any other person (whether or not itself an Interested Stockholder) which 
is, or after such sale, lease, exchange, mortgage, pledge, grant of 
security interest, transfer or other disposition would be, an Affiliate of 
an Interested Stockholder, directly or indirectly, of substantially all of 
the assets of the corporation (including, without limitation, any voting 
securities of a Subsidiary) or any Subsidiary; or

      (iii)   the issuance or transfer by the corporation or any 
Subsidiary (in one transaction or a series of transactions) of any 
securities of the corporation or any Subsidiary, or both, to (a) an 
Interested Stockholder or (b) any other person (whether or not itself an 
Interested Stockholder) which is, or after such issuance or transfer would 
be, an Affiliate of an Interested Stockholder in exchange for cash, 
securities or other property (or a combination thereof); or

      (iv)   the adoption of any plan or proposal for the liquidation or 
dissolution of the corporation proposed by or on behalf of an Interested 
Stockholder or any Affiliate of an Interested Stockholder; or 

      (v)   any reclassification of securities (including any reverse 
stock split), or recapitalization of the corporation, or any merger or 
consolidation of the corporation with any of its Subsidiaries or any other 
transaction (whether or not with or into or otherwise involving an 
Interested Stockholder) which has the effect, directly or indirectly, of 
increasing the proportionate share of the outstanding shares of any class 
of equity or convertible securities of the corporation or any Subsidiary 
directly or indirectly beneficially owned by (a) an Interested Stockholder 
or (b) any other person (whether or not itself an Interested Stockholder) 
which is, or after such reclassification, recapitalization, merger or 
consolidation or other transaction would be, an Affiliate of an Interested 
Stockholder; shall not be consummated unless such consummation shall have 
been approved by the affirmative vote of the holders of at least eighty 
(80%) percent of the combined voting power of the then outstanding shares 
of Voting Stock (as hereinafter defined), voting together as a single 
class.  Such affirmative vote shall be required notwithstanding the fact 
that no vote may be required, or that a lesser percentage may be 
specified, by law, in these Articles of Organization or in any agreement 
with any national securities exchange or otherwise.

      B.   The provisions of Paragraph A of this Provision shall not be 
applicable to any particular Business Combination (as hereinafter defined) 
and such Business Combination shall require only such affirmative vote as 
is required by law and any other provision of these Articles of 
Organization, if the Business Combination shall have been approved by a 
majority of the Continuing Directors (as hereinafter defined) or all of 
the following conditions shall have been met:

      (i)   The transaction constituting the Business Combination shall 
provide for a consideration to be received by all holders of Common Stock 
in exchange for all their shares of Common Stock, and the aggregate amount 
of the cash and the Fair Market Value as of the date of the consummation 
of the Business Combination of consideration other than cash to be 
received per share by holders of Common Stock in such Business Combination 
shall be at least equal to the higher of the following:

      (a)   (if applicable) the highest per-share price (including any 
brokerage commissions, transfer taxes and soliciting dealers' fees) paid 
in order to acquire any shares of Common Stock beneficially owned by an 
Interested Stockholder (I) within the two-year period immediately prior to 
the Announcement Date (as hereinafter defined), (II) within the two-year 
period immediately prior to the Determination Date (as hereinafter 
defined) or (III) in the transaction in which it became an Interested 
Stockholder, whichever is highest; or

      (b)   the Fair Market Value per share of Common Stock on the 
Announcement Date or on the Determination Date, whichever is higher;

      (ii)   If the transaction constituting the Business Combination 
shall provide for a consideration to be received by holders of any class 
or series of outstanding Voting Stock other than Common Stock, the 
aggregate amount of the cash and the Fair Market Value as of the date of 
the consummation of the Business Combination of consideration other than 
cash to be received per share by holders of shares of such class or series 
of Voting Stock shall be at least equal to the highest of the following 
(it being intended that the requirements of this subparagraph 2 shall be 
required to be met with respect to every class or series of outstanding 
Voting Stock, whether or not an Interested Stockholder has previously 
acquired any shares of a particular class of Voting Stock):

      (a)   (if applicable) the highest per share price (including any 
brokerage commissions, transfer taxes and soliciting dealers' fees) paid 
in order to acquire any shares of such class or series of Voting Stock 
beneficially owned by an Interested Stockholder (I) within the two-year 
period immediately prior to the Announcement Date, (II) within the two-
year period immediately prior to the Determination Date, or (III) in the 
transaction in which it became an Interested Stockholder, whichever is 
highest; or

      (b)   the Fair Market Value per share of such class or series of 
Voting Stock on the Announcement Date or the Determination Date, whichever 
is higher; or

      (c)   (if applicable) the highest preferential amount per share to 
which the holders of shares of such class or series of Voting Stock are 
entitled in the event of any voluntary or involuntary liquidation, 
dissolution or winding up of the corporation;

      (iii)   The consideration to be received by holders of a particular 
class or series of outstanding Voting Stock (including Common Stock) shall 
be in cash or in the same form as was previously paid in order to acquire 
shares of such class or series of Voting Stock which are beneficially 
owned by an Interested Stockholder and, if an Interested Stockholder 
beneficially owns shares of any class or series of Voting Stock which were 
acquired with varying forms of consideration, the form of consideration 
for such class or series of Voting Stock shall be either cash or the form 
used to acquire the largest number of shares of such class or series of 
Voting Stock beneficially owned by it.  The price determination in 
accordance with subparagraph 1 and 2 of this paragraph shall be subject to 
appropriate adjustment in the event of any recapitalization, stock 
dividend, stock split, combination of shares or similar event;

      (iv)   After such Interested Stockholder has become an Interested 
Stockholder and prior to the consummation of such Business Combination:

      (a)   except as approved by a majority of the Continuing Directors, 
there shall have been no failure to declare and pay at the regular date 
therefor the full amount of any dividends (whether or not cumulative) 
payable on any outstanding preferred stock;

      (b)   there shall have been (I) no reduction in the annual rate of 
dividends paid on the Common Stock (except as necessary to reflect any 
subdivision of the Common Stock) other than as approved by a majority of 
the Continuing Directors and (II) an increase in such annual rate of 
dividends as necessary to prevent any such reduction in the event of any 
reclassification (including any reverse stock split), recapitalization, 
reorganization or any similar transaction which has the effect of reducing 
the number of outstanding shares of the Common Stock, unless the failure 
so to increase such annual rate is approved by a majority of the 
Continuing Directors; or

      (c)   such Interested Stockholder shall not have become the 
beneficial owner of any additional shares of Voting Stock at a price lower 
than that paid in the transaction in which it became an Interested 
Stockholder.

      (v)   After such Interested Stockholder has become an Interested 
Stockholder, such Interested Stockholder shall not have received the 
benefit, directly or indirectly (except proportionately as a stockholder), 
of any loans, advances, guarantees, pledges or other financial assistance 
of any tax credits or other tax advantages provided the corporation, 
whether in anticipation of or in connection with such Business Combination 
or otherwise; and

      (vi)   A proxy or information statement describing the proposed 
Business Combination and complying with the requirements of the Securities 
Exchange Act of 1934, as amended, and the rules and regulations thereunder 
(or any subsequent provisions replacing such act, rules or regulations) 
shall be mailed to the stockholders of the corporation, no later than the 
earlier of (a) (30) days prior to any vote on the proposed Business 
Combination or (b) if no vote on such Business Combination is required, 
(60) days prior to the consummation of such Business Combination (whether 
or not such proxy or information statement is required to be mailed 
pursuant to such Act or subsequent provisions).  Such proxy statement 
shall contain at the front thereof, in a prominent place, any 
recommendations as to the advisability (or inadvisability) of the Business 
Combination which the Continuing Directors, or any of them, may have 
furnished in writing and, if deemed advisable by a majority of the 
Continuing Directors, an opinion of a reputable investment banking firm as 
to the fairness (or lack of fairness) of the terms of such Business 
Combination, from the point of view of the holder of Voting Stock other 
than an Interested Stockholder (such investment banking firm to be 
selected by a majority of the Continuing Directors, to be furnished with 
all information it reasonably requests and to be paid a reasonable fee for 
its services upon receipt by the corporation of such opinion).

      C.   For the purposes of this Provision:

      (i)   "Business Combination" shall mean any transaction which is 
referred to in any one or more of subparagraphs (i) through (v) of 
Paragraph A of this Provision.

      (ii)   "Voting Stock" shall mean stock of all classes and series of 
the corporation entitled to vote generally in the election of directors.

      (iii)   "Person" shall mean any individual, firm, trust, 
partnership, association, corporation or other entity.

      (iv)   "Interested Stockholder" shall mean any person (other than 
the corporation or any subsidiary) who or which:

      (a)   is the beneficial owner, directly or indirectly, of more than 
twenty-five percent (25%) of the combined voting power of the then 
outstanding Voting Stock; or 

      (b)   is an Affiliate of the corporation and at any time within the 
two-year period immediately prior to the date in question was the 
beneficial owner, directly or indirectly, of more than twenty-five percent 
(25%) of the combined voting power of the then outstanding Voting Stock; 
or

      (c)   is an assignee of or has otherwise succeeded to the beneficial 
ownership of any shares of Voting Stock which were at any time within the 
two-year period immediately prior to the date in question beneficially 
owned by an Interested Stockholder, unless such assignment or succession 
shall have occurred pursuant to a Public Transaction (as hereinafter 
defined) or any series of transactions involving a Public Transaction.

      For the purposes of determining whether a person is an Interested 
Stockholder, the number of shares of Voting Stock deemed to be outstanding 
shall include shares deemed owned through application of subparagraph 6 
below but shall not include any other shares of Voting Stock which may be 
issuable pursuant to any agreement, arrangement or understanding, or upon 
exercise of conversion rights, warrants or option, or otherwise.

      (v)   "Public Transaction" shall mean any (a) purchase of shares 
offered pursuant to an effective registration statement under the 
Securities Act of 1933 or (b) open-market purchase of shares on a national 
securities exchange if, in either such case, the price and other terms of 
sale are not negotiated by the purchaser and the seller of the beneficial 
interest in the shares.

      (vi)   A person shall be a "beneficial owner" of any Voting Stock:

      (a)   which such person or any of its Affiliates beneficially owns, 
directly or indirectly; or

      (b)   which such person or any of its Affiliates has (I) the right 
to acquire (whether such right is exercisable immediately or only after 
the passage of time) pursuant to any agreement, arrangement or 
understanding or upon the exercise of conversion rights, exchange rights, 
warrants or options, or otherwise or (II) the right to vote or to direct 
the voting thereof pursuant to any agreement, arrangement or 
understanding; or

      (c)   which is beneficially owned, directly or indirectly, by any 
other person with which such person or any of its Affiliates has any 
agreement, arrangement or understanding for the purpose of acquiring, 
holding, voting or disposing of any shares of Voting Stock.

      (vii)   "Affiliate" shall have the meaning ascribed to such term in 
Rule 12B-2 of the General Rules and Regulations under the Securities 
Exchange Act of 1934, as in effect on December 12, 1986.

      (viii)   "Subsidiary" shall mean any corporation of which a majority 
of any class of equity security (as defined in the Rule 3a11.1 of the 
General Rules and Regulations under the Securities Exchange Act of 1934, 
as in effect on December 12, 1986) is owned, directly or indirectly, by 
the corporation; provided, however, that for the purposes of the 
definition of Interested Stockholder set forth in subparagraph 4, the term 
"Subsidiary" shall mean only a corporation of which a majority of each 
class of equity security is owned, directly or indirectly, by the 
corporation.

      (ix)   "Continuing Director" shall mean any member of the Board of 
Directors of the corporation who is unaffiliated with, and not a nominee 
of, an Interested Stockholder and was a member of the Board prior to the 
time that such Interested Stockholder became an Interested Stockholder, 
and any successor of a Continuing Director who is unaffiliated with, and 
not a nominee of, an Interested Stockholder and is recommended to succeed 
a Continuing director by a majority of Continuing Directors then on the 
Board.

      (x)   "Announcement Date" shall mean the date of the first public 
announcement of the proposed Business Combination.

      (xi)   "Determination Date" shall mean the date on which an 
Interested Stockholder became an Interested Stockholder.

      (xii)   "Fair Market Value" shall mean:  (a) in the case of stock, 
the highest closing sale price during the (30)-day period immediately 
preceding the date in question of a share of such stock on the National 
Market System of the National Association of Securities Dealers Automated 
Quotation System or any system then in use on any national securities 
exchange or automated quotation system, or if no such quotations are 
available, the fair market value on the date in question of a share of 
such stock as determined by a majority of the Continuing Directors in good 
faith; and (b) in the case of property other than cash or stock, the fair 
market value of such property on the date in question as determined by a 
majority of the Continuing Directors in good faith.

      D.   A majority of the Continuing Directors shall have the power and 
duty to determine for the purposes of this Provision, on the basis of 
information known to them after reasonable inquiry, all facts necessary to 
determine compliance with this Provision, including, without limitation, 
(a) whether a person is an Interested Stockholder, (b) the number of 
shares of Voting Stock beneficially owned by any person, (c) whether a 
person is an Affiliate of another, (d) whether the requirements of 
Paragraph B of this Provision have been met and (e) such other matters 
with respect to which a determination is required under this Provision.  
The good faith determination of a majority of the Continuing Directors on 
such matters shall be conclusive and binding for all purposes of this 
Provision.

      E.   Nothing contained in this Provision shall be construed to 
relieve an Interested Stockholder of any fiduciary obligation imposed by 
law.

      F.   Notwithstanding any other provisions of these Articles of 
Organization or the By-laws of the corporation or the fact that a lesser 
percentage may be specified by law, these Articles of Organization or the 
By-laws of the corporation, the affirmative vote of the holders of at 
least eighty (80%) percent of the combined voting power of the then 
outstanding Voting Stock, voting together as a single class, shall be 
required to amend, alter, adopt any provision inconsistent with or repeal 
this Provision.

      Classified Board of Directors

      A.   The Directors of the corporation shall be divided into three 
classes:  Class I, Class II and Class III.  Each class shall consist, as 
nearly as may be possible, of one-third of the whole number of the Board 
of Directors.  If the number of Directors is not evenly divisible by 
three, the Board of Directors shall determine the number of Directors to 
be elected initially into each class.  In the election of Directors at the 
1987 Annual Meeting of the Stockholders, the Class I Directors shall be 
elected to hold office for a term to expire at the first annual meeting of 
the stockholders thereafter; the Class II Directors shall be elected to 
hold office for a term to expire with the second annual meeting of the 
stockholders thereafter; and the Class III Directors shall be elected to 
hold office for a term to expire at the third annual meeting of the 
stockholders thereafter, and in the case of each class, until their 
respective successors are duly elected and qualified.  At each annual 
election held after the 1987 Annual Meeting of the Stockholders, the 
Directors elected to succeed those whose terms expire shall be identified 
as being of the same class as the Directors they succeed and shall be 
elected to hold office for a term to expire at the third annual meeting of 
the stockholders after their election, and until their respective 
successors are duly elected and qualified.  If the number of Directors 
changes, any increase or decrease in Directors shall be apportioned among 
the classes so as to maintain all classes as equal in number as possible, 
and any additional Director elected to any class shall hold office for a 
term which shall coincide with the terms of the other Directors in such 
class and until his successor is duly elected and qualified.

      B.   Notwithstanding any other provisions of these Articles of 
Organization or the by-laws of the corporation or the fact that a lesser 
percentage may be specified by law, these Articles of Organization or the 
by-laws of the corporation, the affirmative vote of the holders of at 
least eighty percent (80%) of the combined voting power of the outstanding 
Voting Stock (as defined in Article VI of these Articles of Organization), 
voting together as a single class, shall be required to amend, alter, 
adopt any provision inconsistent with or to repeal this provision.

      No director of the corporation shall be liable to the corporation or 
its stockholders for monetary damages for breach of fiduciary duty as a 
director notwithstanding any statutory provision or other law imposing 
such liability, except for liability of a director (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 sixty-one or 
sixty-two of Chapter 156B of the Massachusetts General Laws, or (iv) for 
any transaction from which the director derived an improper personal 
benefit.

      7.   The first meeting of the incorporators was duly held on the 
20th day of March, 1969 at which by-laws of the corporation were duly 
adopted and at which the initial directors, president, treasurer and 
clerk, whose names are set out below, were duly elected.

      8.   The following information shall not for any purpose be treated 
as a permanent part of the Articles of Organization of the corporation.

      a.   The post office address of the initial principal office of the 
corporation in Massachusetts is Suite 440, Two Center Plaza, Boston, 
Massachusetts  02108

      b.   The name, residence, and post office address of each of the 
initial directors and the following officers of the corporation elected at 
the first meeting are as follows:

<TABLE>
<CAPTION>
                                                        POST OFFICE
              NAME                RESIDENCE             ADDRESS

<S>           <S>                 <S>                   <S>
President:    Walter Weeton       42 Newbury Park       42 Newbury Park
                                  Needham, Mass.        Needham, Mass.

Treasurer:    Theodore Sapino     21 Hiram Road         21 Hiram Road
                                  Framingham, Mass.     Framingham, Mass.

Clerk:        Barry M. Levin      89 Loker Street       89 Loker Street
                                  Wayland, Mass.        Wayland, Mass.

Directors:    Walter Weeton       42 Newbury Park       42 Newbury Park
                                  Needham, Mass.        Needham, Mass.

              David Shansky       Moccasin Hill         Moccasin Hill
                                  Lincoln, Mass.        Lincoln, Mass.

              Theodore Sapino     21 Hiram Road         21 Hiram Road
                                  Framingham, Mass.     Framingham, Mass.

              Albert Eng          51 Cutler Lane        51 Cutler Lane
                                  Brookline, Mass.      Brookline, Mass.
</TABLE>


      c.   The date initially adopted on which the corporation's fiscal 
year ends is as follows:       December 31st

      d.   The date initially fixed in the by-laws for the annual meeting 
of stockholders of the corporation is the third Wednesday of March

      e.   The name and business address of the resident agent, if any, of 
the corporation is:        NONE


EXHIBIT A

      [SECTION] 70.  Amendments Requiring Majority Vote

      A corporation may authorize, at a meeting duly called for the 
purpose, an amendment of its articles of organization, by vote of a 
majority of each class of stock outstanding and entitled to vote thereon 
effecting any one or more of the following:

      (a)   an increase or a reduction of its capital stock of any class 
then authorized;

      (b)   a change of the par value of its authorized shares with par 
value or any class thereof;

      (c)   a change of its authorized shares with par value or any class 
thereof into any number of shares without par value, or the exchange 
thereof pro rata for any member of shares without par value;

      (d)   a change of its authorized shares without par value or any 
class thereof into a greater or lesser number of shares without par value, 
or the exchange thereof pro rata for a greater or lesser number of shares 
without par value;

      (e)   a change of its authorized shares with par value or any class 
thereof into a greater or lesser number of shares with par value, or the 
exchange thereof pro rata for a greater or lesser number of shares with 
par value;

      (f)   a change of its authorized shares without par value or any 
class thereof into any number of shares with par value, or the exchange 
thereof pro rata for any number of shares with par value;

      (g)   a change of its corporate name.

      Any reference in this section to any change with respect to 
authorized shares shall be deemed to refer to and include both the 
unissued and the outstanding shares; provided, however, that any change 
which impairs or diminishes the preferences, voting powers, restrictions 
(including restrictions on transfer), qualifications, special or relative 
rights or privileges of any outstanding shares may be authorized only in 
accordance with the provisions of section seventy-one.  The aggregate par 
value of shares becoming outstanding by virtue of any change or exchange 
effected pursuant to the provisions of this section or of section seventy-
one shall not exceed the amount of capital shown on the balance sheet of 
the corporation with respect to the outstanding shares so changed or 
exchanged, plus the amount of any surplus which shall be appropriated to 
capital in connection with such change or exchange.  (1964, 723, [SECTION] 1.)

      [SECTION] 78.  Consolidation or Merger

      (a)   Any two or more corporations may consolidate to form a new 
corporation, or may merge into a single corporation, which may be any one 
of the constituent corporations, in the manner specified in this section.

      (b)   Such corporation as desire to consolidate or merge shall enter 
into an agreement of consolidation or merger signed by the president or a 
vice president and the treasurer or an assistant treasurer under the 
corporate seals of the respective corporations, which shall set forth:

      (1)   The names of the corporations proposing to consolidate or 
merge and the name of the resulting or surviving corporation;

      (2)   The purposes of the resulting or surviving corporation;

      (3)   The total number of shares and the par value, if any, of each 
class of stock which the resulting or surviving corporation is authorized 
to issue;

      (4)   If more than one class of stock is to be authorized at the 
effective date of the agreement, a description of each class, with the 
preferences, voting powers, qualifications, special or relative rights or 
privileges as to each class and any series thereof then established;

      (5)   The terms and conditions of the consolidation or merger;

      (6)   The manner of converting the shares of each of the constituent 
corporations into shares or securities of the resulting or surviving 
corporations, or the cash or other consideration to be paid or delivered 
in exchange for shares of each constituent corporation; provided, however, 
that the aggregate par value of the shares with a par value of the 
resulting or surviving corporation plus the aggregate principal amount of 
any securities representing indebtedness of the surviving or resulting 
corporation substituted upon conversion for previously issued and 
outstanding shares of the constituent corporation shall not exceed the 
aggregate value of the assets less the aggregate amount of the liabilities 
of the constituent corporations; and

      (7)   The manner of fixing the effective date of the consolidation 
or merger, which may be the date of filing the articles of consolidation 
or articles of merger with the state secretary pursuant to subsection (d), 
or any specified date not more than thirty days after such filing.

      The agreement of consolidation or merger may contain such other 
provisions as are permitted by section thirteen of this chapter to be 
included in the articles of organization of a corporation, together with 
any provisions deemed necessary or desirable in connection with the 
consolidation or merger, including without limitation a provision 
permitting the abandonment thereof, which are not inconsistent with the 
provisions of this chapter.

      (c)(1)   Except as provided in paragraph (2) of this subsection:

            (i)   The agreement of consolidation of merger shall be 
submitted to the stockholders of each constituent corporation at a meeting 
thereof called for the purpose of considering and acting upon the same.

            (ii)   Notice of the time, place and purposes of such meeting 
shall be given to each stockholder of record, whether or not entitled to 
vote thereat, of each such corporation in the manner provided in section 
thirty-six but at least thirty days prior to the date of such meeting.

            (iii)   Subject to the provisions of section eight, the vote 
of two-thirds of the shares of each class of stock of each constituent 
corporation outstanding and entitled to vote on the question, or, if the 
articles of organization so provide, the vote of a lesser proportion but 
not less than a majority of each class of stock of each constituent 
corporation outstanding and entitled to vote on the question, shall be 
necessary for the approval of such agreement.  For this purpose, if any 
such agreement would adversely affect the rights of any class of stock of 
either constituent corporation, the vote in the proportion provided for in 
this section of the shares of such class then outstanding, voting 
separately, shall also be necessary to authorize such agreement.  Any 
series of a class which is adversely affected in a manner different from 
other series of the same class shall, together with any other series of 
the same class adversely affected in the same manner, be treated as a 
separate class.

      (2)   Unless required by its articles of organization, the agreement 
of merger need not be submitted to the stockholders of a constituent 
corporation surviving the merger but may be approved by vote of its 
directors if:

           (i)   The agreement of merger does not change the name, the 
amount of shares authorized of any class of stock or other provisions of 
the articles of organization of such corporation;

            (ii)   The authorized unissued shares or shares held in the 
treasury of such corporation of any class of stock of such corporation to 
be issued or delivered pursuant to the agreement of merger do not exceed 
fifteen per centum of the shares of such corporation of the same class 
outstanding immediately prior to the effective date of the merger; and

            (iii)   The issue by vote of the directors of any unissued 
stock to be issued pursuant to the agreement of merger has been authorized 
in accordance with section twenty-one.

      (d)   Unless such agreement to consolidate or merge is abandoned 
pursuant to provisions contained therein:  (1) an original or attested 
copy thereof shall be kept in the commonwealth by the resulting or 
surviving corporation in one of the offices specified in section thirty-
two for inspection by any of its stockholders or by any person who was a 
stockholder of any constituent corporation; (2) the resulting or surviving 
corporation shall furnish a copy of the agreement of consolidation or 
merger to any such stockholder or person upon written request and without 
charge; (3) articles of consolidation or merger shall be submitted to the 
state secretary which shall set forth the due adoption of an agreement of 
consolidation or merger in accordance with subsection (b) and (c) and 
shall state:  (i) the names of the constituent corporations and the name 
of the resulting or surviving corporation, (ii) the effective date of the 
consolidation or merger determined pursuant to the agreement of 
consolidation or merger, (iii) any amendment to the articles of 
organization of the surviving corporation to be effected pursuant to the 
agreement or merger or the following information in respect of the 
resulting corporation:

      (a)   the purposes of the resulting corporation;

      (b)   the total number of shares and the par value, if any, of each 
class of stock which the resulting corporation is authorized to issue;

      (c)   if more than one class of stock is to be authorized, a 
description of each class, with the preferences, voting powers, 
qualifications, special or relative rights or privileges as to each class 
and any series thereof then established; and

      (d)   such other provisions as are permitted by section thirteen to 
be included in the articles of organization of a corporation and are 
contained in the agreement of consolidation; and (iv) that the resulting 
or surviving corporation will furnish a copy of the agreement of 
consolidation or merger to any of its stockholders or to any person who 
was a stockholder of any constituent corporation upon written request and 
without charge.  Such articles of consolidation or merger shall be signed 
by the president or a vice president and the clerk or an assistant clerk 
of each constituent corporation, who shall state under the penalties of 
perjury that the agreement of consolidation or merger has been duly 
executed on behalf of such corporation and has been approved in the manner 
required by this section by the stockholders of such corporation or, if 
permitted under subsection (c), by the directors of such corporation.  
(Amended by 1980, 363, [SECTION] 1, approved July 3, 1980, effective 90 
days thereafter.)

      The form on which articles of consolidation or merger are filed 
shall also contain the following information which shall not for any 
purpose be treated as a permanent part of the articles of organization of 
the resulting or surviving corporation:

      (1)   The post office address of the initial principal office of the 
resulting or surviving corporation in the commonwealth; 

      (2)   the name, residence and post office address of each of the 
initial directors and president, treasurer and clerk of the resulting or 
surviving corporation;

      (3)   the fiscal year of the resulting or surviving corporation 
initially adopted;

      (4)   the date initially fixed in the by-laws for the annual meeting 
of shareholders of the resulting or surviving corporation.

      The consolidation or merger shall become effective when the articles 
of consolidation or merger are filed in accordance with section six, 
unless said articles specify a later effective date not more than thirty 
days after such filing, in which event the consolidation or merger shall 
become effective on such later date.

      (e)   The resulting or surviving corporation shall file a copy of 
the articles of consolidation or merger certified by the state secretary 
in the registry of deeds in each district within the commonwealth in which 
real property of any constituent corporation is situated, or in lieu of 
such certified copy a certificate issued pursuant to section eighty-four, 
except that no filing need be made with respect to real property of a 
constituent corporation which is the surviving corporation of a merger.  
(Amended by 1980, 245, [SECTION] 1, approved June 6, 1980, effective 90 
days thereafter.)

      [SECTION] 79.  Consolidation or Merger With Foreign Corporation

      (a)   Any one or more corporations may consolidate or merge with one 
or more other corporations organized under the laws of any other state or 
states of the United States, if the laws of such other state or states 
permit.  The constituent corporations may consolidate to form a new 
corporation, which may be a corporation of the state under the laws of 
which any one of the constituent corporations is organized, or they may 
merge into a single corporation, which may be any one of the constituent 
corporations.

      (b)   Such corporations as desire to consolidate or merge shall 
enter in an agreement of consolidation or merger which shall specify the 
state under the laws of which the resulting or surviving corporation is 
organized.  If the resulting or surviving corporation is to be a 
Massachusetts corporation such agreement of consolidation or merger shall 
comply with the provisions of section seventy-eight, and if the resulting 
or surviving corporation is to be governed by the laws of another state 
the agreement of consolidation or merger shall comply with the applicable 
provisions of the laws of such other state.  If the resulting or surviving 
corporation is to be governed by the laws of another state, the resulting 
or surviving corporation shall agree that it may be sued in this 
commonwealth for any prior obligation of any constituent domestic 
corporation, any prior obligation of any constituent foreign corporation 
qualified under chapter one hundred and eighty-one, and any obligation 
thereafter incurred by the resulting or surviving corporation, including 
the obligation created by section eighty-five, so long as any liability 
remains outstanding against the corporation in this commonwealth, and it 
shall irrevocably appoint the state secretary as its agent to accept 
service of process in any action for the enforcement of any such 
obligation, including taxes in the same manner as provided in chapter one 
hundred and eighty-one.

      (c)   The agreement of consolidation or merger shall be adopted by 
each of the constituent corporations in accordance with the laws of the 
state under which it is organized, and in the case of a Massachusetts 
corporation in the manner provided in section seventy-eight.  Unless such 
agreement is abandoned pursuant to provisions contained therein:  (1) an 
original or attested copy thereof shall be kept in the commonwealth by the 
resulting or surviving corporation in one of the offices specified in 
section thirty-two if the resulting or surviving corporation is to be a 
Massachusetts corporation, or if said corporation is to be governed by the 
laws of another state, wherever the records of meetings of its 
stockholders are required or permitted by such laws to be kept, and shall 
be made available at said location for inspection by any stockholder of 
the resulting or surviving corporation or any person who was a stockholder 
of any constituent corporation; (2) the resulting or surviving corporation 
shall furnish a copy of the agreement of consolidation or merger to any 
such stockholder or person upon written request and without charge; (3) 
articles of consolidation or merger shall be submitted to the state 
secretary, which shall set forth the information required by clauses (i) 
to (iv), inclusive, of paragraph 3 of subsection (d) of section seventy-
eight, and shall be signed by the president or a vice president and the 
clerk or an assistant clerk of each constituent corporation, or, in the 
case of a corporation organized under the laws of another state, by 
officers having corresponding powers and duties, who shall make affidavit 
or state under the penalties of perjury (i) in the case of each 
constituent corporation not organized under the laws of Massachusetts, 
that the agreement has been duly adopted under the laws of the state under 
which such constituent corporation is organized, and (ii) in the case of 
each constituent corporation organized under the laws of Massachusetts, 
that the agreement has been duly executed by the officers and has been 
approved in the manner required by section seventy-eight by the 
stockholders of such corporation or, if permitted under subsection (c) of 
section seventy-eight, by the directors of such corporation.  If the 
resulting or surviving corporation is to be governed by the laws of 
Massachusetts, the form on which articles of consolidation or merger are 
filed shall contain the further information required by subsection (d) of 
section seventy-eight in the case of articles of consolidation or merger 
filed thereunder, which as set forth in said subsection (d) shall not for 
any purpose be treated as a permanent part of the articles of organization 
of the resulting or surviving corporation.  The consolidation or merger 
shall become effective when the articles of consolidation or merger are 
filed in accordance with section six, unless said articles specify a later 
effective date not more than thirty days after such filing, in which event 
the consolidation or merger shall become effective on such later date.  
(Amended by 1980, 365, [SECTION] 2, approved July 3, 1980, effective 90 
days thereafter.)

      (d)   The resulting or surviving corporation shall file a copy of 
the articles of consolidation or merger certified by the state secretary 
in the registry of deeds in each district within the commonwealth in which 
real property of any constituent corporation is situated, or in lieu of 
such certified copy a certificate issued pursuant to section eighty-four, 
except that no filing need be made with respect to real property of a 
constituent corporation which is the surviving corporation of a merger.  
(Amended by 1980, 245, [SECTION] 2, approved June 6, 1980, effective 90 
days thereafter.)