Amended and Restated as of 9/16/99


                            THERMEDICS DETECTION INC.


                                     BY-LAWS


                                TABLE OF CONTENTS
                      Title                                             Page

Article I - Stockholders............................................        1
        Section1.1.   Place of Meeting ...............................      1
        Section 1.2.  Annual Meetings....................... ........       1
        Section 1.3.  Special Meetings................................      1
        Section 1.4.  Notice of Meetings................................    1
        Section 1.5.  Quorum..........................................      2
        Section 1.6.  Voting; Proxies................................       2
        Section 1.7.  Inspectors of Election............................... 3
        Section 1.8.  Action Without Meeting..............................  3

 Article II - Directors.....................................................3
        Section2.1.   Powers...........................................     3
        Section2.2.   Number, Election and Term of Office.... ...........   4
        Section2.3.   Place of Meetings...............................      4
        Section2.4.   Annual Meetings................................       4
        Section2.5.   Regular Meetings........................ ......       4
        Section2.6.   Special Meetings................................      4
        Section2.7.   Notice of Meetings................................    5
        Section2.8.   Quorum..........................................      5
        Section2.9.   Voting............................................    5
        Section2.10.  Action Without Meeting..............................  5
        Section2.11.  Meetings by Telephone Conference Calls...     ........6
        Section2.12.  Resignations........................................  6
        Section2.13.  Removal...........................................    6
        Section2.14.  Vacancies.........................................    6
        Section2.15.  Compensation of Directors............................ 6
        Section2.16.  Committees.................................... ....   6
        Section2.17.  Executive Committee...............................    7
        Section2.18.  Issuance of Stock...............................      8

Article III - Officers
        Section3.1.   Officers...........................................   8
        Section3.2.   Election and Term of Office.....................      8
        Section3.3.   Chairman of the Board..............................   9
        Section3.4.   President...........................................  9
        Section3.5.   Vice President........................................9
        Section3.6    Chief Financial Officer............................. 10
        Section3.7.   Treasurer and Assistant Treasurer..................  10


                                TABLE OF CONTENTS
                                   (Continued)
        Title                                                    Page
        Section3.8.   Clerk and Assistant Clerk...................         10
        Section3.9.   Secretary and Assistant Secretary..........          11
        Section3.10.  Resignation....................................      11
        Section3.11.  Removal........................................      11
        Section3 12.  Vacancies.......................................     11
        Section3.13.  Subordinate Officers..........................       12
        Section3.14.  Compensation.................................        12
Article IV - Stock
        Section 4.1.  Stock Certificates..............................     12
        Section 4.2.  Transfer of Stock..............................      13
        Section 4.3.  Fixing Date for Determination
                      of stockholders' Rights........................      13
        Section 4.4.  Lost, Mutilated or Destroyed
                                Certificates...............................14

Article V - General Provisions
        Section 5.1.  Offices............................................  14
        Section5.2.  Seal................................................. 14
        Section5.3.  Fiscal Year....................................       14
        Section5.4.  Execution of Instruments.....................         14
        Section5.5.  Corporate Records.............................        15
        Section5.6.  Voting of Securities owned by this Corporation        15
        Section 5.7.   Conflict of Interest................................16
        Section 5.8.   Indemnification.................................... 17

Article VI - Amendments................................................... 20
        Section 6.1.   General.............................................20
        Section 6.2.   Date of Annual Meeting of Stockholders.......       20

Aticle VII - Miscellaneous
        Section 7.1    Massachusetts Control Share Acquisition Act      ...21

<PAGE>



                                     BY-LAWS


                                       of


                            THERMEDICS DETECTION INC.


                            Article I - Stockholders


Section 1.1 Place of Meeting Meetings of stockholders shall be held at the
principal office of the corporation or, to the extent permitted by the Articles
of Organization, at such other place within the United States as the Board of
Directors may from time to time designate.

Section 1.2. Annual Meetings. The annual meetings of stockholders shall be held
at such hour as may from time to time be designated by the Board of Directors,
on the third Wednesday in May of each year or on such other date within six
months after the end of the Corporation's fiscal year as may be fixed by the
Board of Directors, for the purpose of electing a Board of Directors and
transacting such other business as may properly be brought before such meeting.
At the annual meeting any business may be transacted whether or not the notice
of such meeting shall have contained a reference thereto, except where such a
reference is required by law, the Articles of Organization or these By-Laws. If
the annual meeting is not held on the date determined in accordance with this
Section, a special meeting in lieu of the annual meeting may be held with all
the force and effect of an annual meeting.

Section 1.3.Special Meetings. Special meetings of stockholders may be called by
the Chairman of the Board (if any), the President or the Board of Directors, and
shall be called by the Clerk or, in case of death, absence, incapacity or
refusal of the Clerk, by any other officer, upon written application of one or
more stockholders who hold at least one tenth part in interest of the capital
stock entitled to vote at the meeting. At any special meeting only business to
which a reference shall have been contained in the notice of such meeting may be
transacted.

Section 1.4. Notice of Meetings. Written or printed notice of each meeting of
stockholders, stating the place, date and hour and the purposes of the meeting
shall be given by the Clerk or other officer calling the meeting at least ten
days before the meeting to each stockholder entitled to vote at the meeting or
entitled to such notice by leaving such notice with him at his residence or
usual place of business or by mailing it, postage prepaid, and addressed to the
stockholder at his address as it appears in the records of the corporation. A
written waiver of notice executed before or after a meeting by a stockholder or
his attorney thereunto authorized and filed with the records of the meeting,
shall be deemed equivalent to such notice to such stockholder. Any person
authorized to give notice of any such meeting may make affidavit of such notice,
which, as to the facts therein stated, shall be conclusive. It shall be the duty
of every stockholder to furnish to the Clerk of the corporation or to the
transfer agent, if any, of the class of stock owned by him, his current post
office address.

Section 1.5 Quorum At any meeting of stockholders the holders of a majority in
interest of all capital stock entitled to vote at such meeting or, if two or
more classes of stock are issued, outstanding and entitled to vote as separate
classes, a majority in interest of each class, present in person or represented
by proxy, shall constitute a quorum. The announcement of a quorum by the officer
presiding at the meeting shall constitute a conclusive determination that a
quorum is present. The absence of such an announcement shall have no
significance. Shares of its own stock held by the corporation or held for its
use and benefit shall not be counted in determining the total number of shares
outstanding at any particular time. If a quorum is not present or represented,
the stockholders present or represented and entitled to vote at such meeting, by
a majority vote, may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice. At any adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted if the meeting had been held as originally called.
The stockholders present at a duly organized meeting may continue to transact
business until adjournment notwithstanding the withdrawal of one or more
stockholders so as to leave less than a quorum.

Section 1.6.Voting; Proxies. Except as otherwise provided by law or the Articles
of organization, at any meeting of stockholders each stockholder shall have one
vote for each share of stock entitled to vote and registered in his name and a
proportionate vote for a fractional share. Any stockholder may vote in person or
by written proxy dated not more than six months prior to the meeting named
therein and filed with the Clerk of the meeting, or of any adjournment thereof,
before being voted. A proxy with respect to stock held in the name of two or
more persons shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the corporation receives a specific written notice to the
contrary from any one of them, except as otherwise limited therein, a proxy
shall entitle the person authorized thereby to vote at any adjournment of the
meeting named therein but shall not be valid after final adjournment of such
meeting. Voting on all matters, including the election of directors, shall be by
voice vote unless voting by ballot is requested by any stockholder. Except as
otherwise provided by law, the Articles of Organization, or these By-laws, at
all meetings of stockholders all questions shall be determined by a vote of a
majority of the shares voting, or, if two or more classes of stock are entitled
to vote as separate classes, a vote of a majority of the shares voting of each
class voting, present in person or represented by proxy. The corporation shall
not, directly or indirectly, vote shares of its own stock.

Section 1.7 Inspectors of Election. Two inspectors may be appointed by the Board
of Directors before or at each meeting of stockholders, or, if no such
appointment shall have been made, the presiding officer may make such
appointment at the meeting. At the meeting for which they are appointed, such
inspectors shall open and close the polls, receive and take charge of the
proxies and ballots, and decide all questions touching on the qualifications of
voters, the validity of proxies and the acceptance and rejection of votes. If
any inspector previously appointed shall fail to attend or refuse or be un3ble
to serve, the presiding officer shall appoint an inspector in his place.

Section 1.8. Action Without Meeting. Any action which may be taken at any
meeting of the stockholders may be taken without a meeting if all stockholders
entitled to vote on the matter consent to the action in writing and the written
consents are filed with the records of the meetings of stockholders. Such
consents shall be treated for all purposes as a vote at a meeting.

                             Article II - Directors

Section  2.1.  Powers.  Except as  otherwise  provided by law,  the Articles 0':
organization or these By-laws,  the business of the corporation shall be managed
by a Board of Directors who may exercise all the powers of the corporation.

Section 2.2. Number, Election and Term of Office. The Board of Directors shall
consist of not fewer than three (or not fewer than the number of stockholders,
if fewer than three) nor more than seven directors. Within the limits specified,
the number of directors shall be determined (a) by a vote of the stockholders at
the annual meeting, or (b) by a vote of the stockholders at a special meeting
called for the purpose by the Board of Directors, or (c) by vote of the Board of
Directors. Except for the initial directors and except as provided in Section
2.14, the directors shall be elected at the annual meeting of the stockholders
or at a special meeting. All directors shall hold office until the following
annual meeting or special meeting in lieu of the annual meeting and until their
successors are chosen and qualified.

Section 2.3. Place A Meeting Meetings of the Board Qt Directors may be held at
any place within or without the Commonwealth of Massachusetts.

Section 2.4. Annual Meetings. A meeting of the Board of Directors for the
election of officers and the transaction of general business shall be held each
year beginning in 1984, at the place of and immediately after the final
adjournment of the annual meeting of stockholders or the special meeting in lieu
of the annual meeting. No notice of such annual meeting need be given.

Section 2.5. Regular Meetings. Regular meetings of the Board of Directors may be
held, without notice, at such time and place as the Board of Directors may
determine. Any director not present at the time of the determination shall be
advised, in writing, of any such determination.

Section 2.6 Special Meetings. special meetings of the Board of Directors,
including meetings in lieu of the annual or regular meetings, may be held upon
notice at any time upon the call of the Chairman of the Board (if any) or
president and shall be called by the Chairman of the Board, president or the
Clerk or, in case of the death, absence, incapacity or refusal of the Clerk, by
any other officer, upon written application, signed by any two directors,
stating the purpose of the meeting.

Section 2.7. Notice of Meetings. Wherever notice of any meetings of the Board of
Directors is required by these By-laws or by vote of the Board of Directors,
such notice shall state the place, date and hour of the meeting and shall be
given to each director by the Chairman of the Board (if any), President, Clerk
or other officer calling the meeting at least two days prior to such meeting if
given in person by telephone or by telegram or at least four days prior to such
meeting if given by mail. Notice shall be deemed to have been duly given, if by
mail, by depositing the notice in the post office as a first class letter,
postage prepaid, or, if by telegram, by completing and filing and notice on a
telegraph blank and paying the requisite fee at any telegraph office, the letter
or telegram being addressed to the director at his last known mailing address as
it appears on the books of the corporation. No notice need be given to any
director who waives such notice by a writing executed before or after the
meeting and filed with the records of the meeting or by his attendance at the
meeting without protesting at or before the commencement of the meeting the lack
of notice to him. No notice of adjourned meetings of the Board of Directors need
be given.

Section 2.8. Quorum. At all meetings of the Board of Directors, a majority of
the directors then in office shall constitute a quorum. If a quorum is not
present, those present may adjourn the meeting from time to time until a quorum
is obtained. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted if the meeting had
been held as originally called.

Section 2.9 Voting. At any meeting of the Board of Directors, the vote of a
majority of those present shall decide any matter except as otherwise provided
by law, the Articles of Organization or these By-laws.

        Section 2.10 Action Without Meeting. Any action which may be taken at
any meeting of the Board of Directors may be taken without a meeting if all the
directors consent to the action in writing and the written consents are filed
with the records of the meetings of the Board of Directors. Such consents shall
be treated for all purposes as a vote at a meeting.

Section 2.11 Meetings by Telephone Conference Calls . Directors or members of
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or such committee by means of a conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time and participation by such
means shall constitute presence in person at a meeting.

Section 2.12. Resignations. Any director may resign by giving written notice to
the Clerk. Such resignation shall take effect at the time or upon the event
specified therein, or, if none is specified, upon receipt. Unless otherwise
specified in the resignation, its acceptance shall not be necessary to make it
effective.

Section 2.13. Removal. A director may be removed from office with or without
cause by vote of the holders of a majority in interest of the stock entitled to
vote in the election of such director and may be removed from office with cause
by vote of a majority of the directors then in office. A director may be removed
for cause only after reasonable notice and opportunity to be heard before the
body proposing to remove him.

Section 2.14 Vacancies. In the event of a vacancy in the Board of Directors, by
reason of an enlargement of the Board of Directors or otherwise, the remaining
directors, by majority vote, may elect a director to fill such vacancy and may
exercise the powers of the full Board of Directors until the vacancy is filled.

Section 2.15. Compensation of Directors. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

Section 2.16. Committees. The Board of Directors may, from time to time, by vote
passed by a majority of the entire Board, constitute such standing committees
(in addition to the Executive Committee) or special committees as it deems
desirable and may dissolve any such committee (other than the Executive
Committee) by like vote at its pleasure. The Executive Committee and each other
committee of the directors duly constituted shall have such authority and powers
of the Board of Directors as may be delegated to such committee by these By-laws
or by the vote of the Board constituting such committee, except to the extent
otherwise provided by law, the Articles of Organization or these By-laws and
except that no committee shall not have the power (i) to change the principal
office of the corporation, (ii) to amend these By-laws, (iii) to issue stock of
the corporation, (iv) to establish and designate series of stock and fix and
determine the relative rights and preferences of any series of stock, (v) to
elect officers required by law or these By-laws to be elected by the
stockholders or the entire Board and to fill vacancies in any such offices, (vi)
to change the number of the Board of Directors and to fill vacancies in the
Board of Directors, (vii) to remove officers or directors from office, (viii) to
authorize the payment of any dividend or distribution to stockholders, (ix) to
authorize the reacquisition for value of stock of the corporation, or (x) to
authorize a merger of the corporation. Except as may be otherwise determined by
law, these By-laws or action by the Board of Directors, any such committee shall
be governed in the conduct of its business by the rules governing the conduct of
the business of the Board of Directors contained in these By-laws and may, by
majority vote of the entire committee, make other rules for the conduct of its
business. The Board of Directors shall have power at any time to fill vacancies
in any such committee, and (except as otherwise provided in Section 2.17 of
these By-laws) to change the membership of or to discharge any committee.

Section 2.17. Executive Committee . There shall be an Executive Committee of not
fewer than two nor more than five members, composed of the Chairman of the Board
and such other directors as the Board of Directors may appoint from time to time
by vote passed by a majority of the entire Board. The Board of Directors may
also, from time to time, by similar vote, appoint one or more alternate members
of the Executive Committee who may attend and act in the place of any absent or
disqualified member or members of the Executive Committee at any meeting
thereof. The term of office of any member or alternate member of the Executive
Committee shall expire on the date specified in the resolution of appointment or
any earlier date on which such member ceases to be a director. During the
intervals between meetings of the Board of Directors, the Executive Committee
shall have and may exercise all the powers of the Board of Directors, subject to
the limitations upon the powers of any committee set forth in Section 2.16. The
action taken by the Executive Committee at any meeting thereof shall be reported
to the entire Board and shall be subject to modification or repeal by the Board
of Directors; provided that no modification or repeal by the Board of Directors
of action taken by the Executive Committee shall prejudice the rights or acts of
any third person. The Executive Committee shall hold meetings at such times and
places and upon such notice as it may from time to time determine. A meeting of
the Executive Committee may be called at any time by the Chairman of the Board
or by any other member of the Executive Committee. Any action taken by a
majority of the members of the Executive Committee shall constitute the action
of the committee.

Section 2.18. Issuance of Stock. The Board of Directors shall have power to
issue and sell or otherwise dispose of such shares of the corporation's
authorized but unissued capital stock to such persons and at such time and for
such consideration, cash, property, services, expenses, or otherwise, and upon
such terms as it shall determine from time to time.

                             Article III - Officers

Section 3.1. Officers. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk, and such other officers with such other titles
as the Board of Directors may determine including but without limitation to a
Chairman of the Board, a President, a Chief Financial Officer, a Secretary, one
or more Vice Presidents, Assistant Treasurers, Assistant Clerks, and Assistant
Secretaries. Any two or more offices may be held by the same person. Any officer
may be required to give a bond for the faithful performance of his duties in
such form and with such sureties as the Board of Directors may determine.

Section 3.2.. Election and Terms of Office. Except for the initial officers and
except as provided in Section 3.12, the President, Treasurer and Clerk shall be
elected by the Board of Directors at its annual meeting or at the special
meeting held in lieu of the annual meeting and shall hold office until the
following annual meeting of the Board of Directors or the special meeting in
lieu of said annual meeting and until their successors are chosen and qualified.
other officers may be chosen by the Board of Directors at the annual meeting or
any other meeting and shall hold office for such period as the Board of
Directors may prescribe. Section 3.3. Chairman of the Board. The Chairman of the
Board, if one is elected, shall have general supervision over the implementation
of policies adopted or approved by the Board of Directors. When incumbent, the
Chairman of the Board shall preside at all meetings of the stockholders and all
meetings of the Board of Directors, shall be ax a member of all standing
committees, including the Executive Committee, of the Board of Directors, and
shall exercise and perform such other powers and duties as may be required by
law, the Articles of organization or these By-laws or as may be assigned by the
Board of Directors or the Executive Committee.

Section 3.4. President. Subject to the direction of the Board of Directors and
the Executive Committee, the President shall be the chief executive officer of
the corporation and shall have the general control and management of the
business and affairs of the corporation. The President need not be a director.
The president shall perform such duties as may be required of him by law, the
Articles of organization and the By-laws or as may be assigned to him by the
Board of Directors or the Executive Committee. During any period when there is
no Chairman of the Board, the president shall perform all the duties vested in
that office, and when so acting shall have all of the powers of, and be subject
to all the restrictions upon, the Chairman of the Board. In the absence of the
Chairman of the Board, the President shall preside at any meeting of the
stockholders or the Board of Directors.

Section 3.5. Vice Presidents. The Vice president, or if there be more than one,
the Vice Presidents, shall perform such of the duties of the president on behalf
of the corporation as may be respectively assigned to him or them from time to
time by the Board of Directors, the Chairman of the Board or the president. The
Board of Directors may designate a Vice President as the Executive Vice
president, and in the absence or inability of the president to act, such
Executive Vice president shall have and possess all of the powers and discharge
all of the duties of the president, subject to the control of the Board of
Directors and the supervision of the Chairman of the Board.

Section 3.6. Chief Financial Officer. The Board of Directors shall appoint an
officer to serve as the Chief Financial Officer of the Corporation. The Chief
Financial Officer shall be responsible for the Corporation's public financial
reporting obligations and shall have such further powers and duties as are
incident to the position of Chief Financial Officer, subject to the direction of
the President and the Board of Directors.

Section 3.7 Treasurer and Assistant Treasurer. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to the
Treasurer by the Board of Directors or the President. In addition, subject to
the direction of the Board of Directors, the Treasurer shall perform such duties
and have such powers as are incident to the office of treasurer, including,
without limitation, the duty and power to keep and be responsible for all funds
and securities of the Corporation, to deposit funds of the Corporation in
depositories, to disburse such funds, to make proper accounts of such funds, and
to render statements of all such transactions and of the financial condition of
the Corporation. The Treasurer shall report directly to the President. He may be
required by the Board of Directors to give a bond for the faithful discharge of
his duties in such sum and with such surety as the Board may require. Any
Assistant Treasurer shall perform such of the duties of the Treasurer and such
other duties as the Board of Directors, the Chairman of the Board, the President
or the Treasurer may designate. The Treasurer shall have authority, in
connection with the normal business of the corporation, to sign contracts, bids,
bonds, powers of attorney and other documents when required.

Section 3.8. Clerk and Assistant Clerk. The Clerk shall be the principal
recording officer of the corporation. He shall record all proceedings of the
stockholders and discharge all duties incident to the office of Clerk. Unless a
Secretary is appointed by the Board of Directors to perform such duties, the
Clerk shall record all proceedings of the Board of Directors and of any
committees appointed by the Board of Directors. Any Assistant Clerk shall
perform such of the duties of the Clerk and such other duties as the Board of
Directors, the Chairman of the Board, the President or the Clerk may designate.
In the absence of the Clerk or any Assistant Clerk from any meeting of
stockholders, the Board of Directors or any committee appointed by the Board of
Directors, a Temporary Clerk designated by the person presiding at the meeting
shall perform the duties of the Clerk. The Clerk shall be a resident of the
Commonwealth of Massachusetts unless a resident agent has been appointed by the
corporation pursuant to law to accept service of process.

Section 3.9 Secretary and Assistant Secretary. If appointed by the Board of
Directors, the Secretary shall record all proceedings of the Board of Directors
and discharge all duties incident to the office of Secretary. Any Assistant
Secretary shall perform such of the duties of the Secretary and such other
duties as the Board of Directors, Chairman of the Board, president or Secretary
may designate. The Board of Directors and any committee appointed by the Board
of Directors may appoint a Secretary and one or more Assistant Secretaries to
perform the functions of the Secretary and Assistant Secretary for such
committee.

Section 3.10.  Resignation.  Any officer may resign by giving  written notice to
the president or the Clerk.  Such  resignation  shall take effect at the time or
upon the event specified therein, or, if none is specified. upon receipt. Unless
otherwise specified in the resignation, its acceptance shall not be necessary to
make it effective.

Section 3.11. Removal. An officer may be removed from office with cause, after
reasonable notice and opportunity to be heard, or without cause, in either case,
by vote of a majority of the directors then in office.

Section 3.12. Vacancies. The Board of Directors may fill any vacancy occurring
in any office far any reason and may, in its discretion, leave unfilled far such
period as it may determine any offices other than those of president, Chief
Financial Officer, Treasurer and clerk.

Section 3.13. Subordinate Officers. The Board of Directors may, from time to
time, authorize any officer to appoint and remove subordinate officers and to
prescribe their powers and duties. The term "subordinate officers" shall in no
event include the Chairman of the Board, President, Chief Financial Officer and
Clerk.

Section 3.14. Compensation. The Board of Directors may fix the compensation of
all officers of the corporation and may authorize any officer upon whom the
power of appointing subordinate officers may have been conferred to fix the
compensation of such subordinate officers.

                               Article IV - Stock

Section 4.1. Stock Certificates. Each stockholder shall be entitled to a
certificate or certificates of stock of the corporation in such form as the
Board of Directors may from time to time prescribe. Each certificate shall be
duly numbered and entered in the books of the corporation as it is issued, shall
state the holder's name and the number and the class and the designation of the
series, if any, of his shares, shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer and may, but need not,
be sealed with the seal of the corporation. If any stock certificate is signed
by a transfer agent, or by a registrar, other than a director, officer or
employee of the corporation, the signatures thereon of the officers may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed on any certificate shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the corporation and
delivered with the same effect as if he were such officer at the time of its
issue. Every certificate of stock which is subject to any restriction on
transfer pursuant to the Articles of Organization, the By-laws or any agreement
to which the corporation is a party, shall have the restrictions noted
conspicuously on the certificate and shall also set forth on the face or back of
the certificate either (i) the full text of the restriction, or (ii) a statement
of the existence of such restriction and a statement that the corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge. Every certificate issued at a time when the corporation is
authorized to issue more than one class or series of stock shall set forth upon
the face or back of the certificate either (i) the full text of the preferences,
voting powers, qualifications and special and relative rights of the shares of
each class and series, if any, authorized to be issued, as set forth in the
Articles of Organization or (ii) a statement of the existence of such
preferences, powers, qualifications and rights, and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.

Section 4.2. Transfer of Stock. Subject to any transfer restrictions then in
force, the shares of stock of the corporation shall be transferable only upon
its books by the holders thereof in person or by their duly authorized attorneys
or legal representatives. Such transfer shall be effected by delivery of the old
certificate, together with a duly executed assignment and power to transfer
endorsed thereon or attached thereto and with such proof of the authenticity of
the signature and such proof of authority to make the transfer as the
corporation or its agents may reasonably require, to the person in charge of the
stock and transfer books and ledgers or to such other person as the Board of
Directors may designate, who shall thereupon cancel the old certificate and
issue a new certificate. The corporation may treat the holder of record of any
share or shares of stock as the owner of such stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have notice thereof, express or
otherwise.

Section 4.3. Fixing Date for Determination of Stockholders' Rights. The Board of
Directors may fix in advance a time, not exceeding sixty days preceding the date
of any meeting of stockholders, or the date for the payment of any dividend or
the making of any distribution to stockholders, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or the last date on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders entitled to notice of, and to vote at, such
meeting and any adjournment thereof, to receive such dividend or distribution,
to receive such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to express such consent
or dissent. In such case only stockholders of record on the date so fixed shall
have such right, notwithstanding any transfer of stock on the books of the
corporation after the record date. In any case in which the Board of Directors
does not fix a record date, the record date shall be the thirtieth day next
preceding the date of such meeting, the dividend payment or distribution date,
the date for allotment of rights, the date for exercising of rights in respect
of any such change, conversion or exchange of capital stock, or the date for
expressing such consent or dissent, as the case may be.

Section 4.4. Lost, Mutilated or Destroyed Certificates. No certificates for
shares of stock of the corporation shall be issued in place of any certificate
alleged to have been lost, mutilated or destroyed, except upon production of
such evidence of the loss, mutilation or destruction and upon indemnification of
the corporation and its agents to such extent and in such manner as the Board of
Directors may prescribe and as required by law.

                         Article V - General Provisions

Section 5.1. Offices. The principal office of the corporation shall be in
Woburn, Massachusetts. The corporation may also have offices at such other place
or places within or without Massachusetts as the Board of Directors may from
time to time determine or the business of the corporation may require.

Section 5.2. Seal. The seal of the corporation shall be in the form of a circle
inscribed with the name of the corporation, the year of its incorporation and
the word "Massachusetts". When authorized by the Board of Directors and to the
extent not prohibited by law, a facsimile of the corporate seal may be affixed
or reproduced.

Section 5.3. Fiscal Year. Except as otherwise determined by the Board of
Directors, the fiscal year of the corporation shall be the fifty-two or
fifty-three weeks ending on the Saturday nearest December 31 in each year.

Section 5.4. Execution A Instruments. Except as otherwise provided in these
By-laws or as the Board of Directors may generally or in particular cases
authorize the execution thereof in some other manner, all instruments,
documents, deeds, leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the corporation shall be signed
by the Chairman of the Board, President or a Vice President, or by the Treasurer
or an Assistant Treasurer, or by the Clerk. Facsimile signatures may be used in
the manner and to the extent authorized generally or in particular cases by the
Board of Directors.

Section 5.5. Corporate Records. The original, or attested copies, of the
Articles of Organization, By-laws, and records of all meetings of incorporators
and stockholders, and the stock and transfer records, which shall contain the
names of all stockholders and the record address and the amount of stock held by
each, shall be kept in the Commonwealth of Massachusetts at the principal office
of the corporation, or at an office of its Clerk, its resident agent or its
transfer agent. The copies and records need not all be kept in the same office.
They shall be available at all reasonable times for inspection by any
stockholder for any proper purpose. They shall not be available for inspection
to secure a list of stockholders or other information for the purpose of selling
such list or information or copies thereof or of using the same for a purpose
other than in the interest of the applicant, as a stockholder, relative to the
affairs of the corporation.

Section 5.6. Voting of Securities owned by this Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted in person at any meeting of security holders of such
other corporation by the Chairman of the Board of this corporation if he is
present at such meeting, or in his absence by the President or Treasurer of this
corporation if he is present at such meeting, and (b) whenever, in the judgment
of the Chairman of the Board, it is desirable for this corporation to execute a
proxy or written consent in respect to any shares or other securities issued by
any other corporation and owned by this corporation, such proxy or consent shall
be executed in the name of this corporation by the Chairman of the Board,
without the necessity of any authorization by the Board of Directors, affixation
of corporate seal or countersignature or attestation by another officer,
provided that if the Chairman of the Board is unable to execute such proxy or
consent by reason of sickness, absence from the United States or other similar
cause, the President or Treasurer may execute such proxy or consent. Any person
or persons designated in the manner above stated as the proxy or proxies of this
corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this corporation
the same as such shares or other securities might be voted by this corporation.

Section 5.7.   Conflict of Interest.

        (a) The corporation may enter into contracts and otherwise transact
business as vendor, purchaser, partner, joint venturer or otherwise with any
director, officer, or stockholder of the corporation, and with any corporation,
joint stock company, business trust, partnership or other entity in which any
director, officer or stockholder of the corporation is or may be or become a
director, officer, stockholder, joint venturer, partner, trustee or beneficiary,
or in which he mar otherwise be or become a party or may have an interest,
pecuniary or otherwise, as freely as though such director's, officer's or
stockholder's interest did not exist, even though the vote, action or presence
of such director, officer or stockholder may be necessary to obligate the
corporation in connection with such contract or transaction. No such contract or
transaction shall, in the absence of fraud, be affected, invalidated or avoided,
and no such director, officer or stockholder shall be held liable to account to
the corporation or to any creditor or stockholder of the corporation for any
profit or benefit realized by such person through any such contract or
transaction, by reason of such adverse interest or by reason of any fiduciary
relationship of such director, officer or stockholder to the corporation arising
out of such office or stock ownership.

        (b) In the case of a director or officer, but not in the case of any
stockholder as such, having any such interest in a contract or transaction, the
nature of the interest of such director or officer (though not necessarily the
details or the extent thereof) shall be disclosed to or known by the entire
Board of Directors before acting on such contract or transaction. Ownership or
beneficial interest representing less than 10% of the stock or other equity
interest in another corporation, joint stock company, business trust,
partnership or other entity shall be deemed not to constitute an interest
adverse to this corporation and such interest in another corporation, joint
stock company, business trust, partnership or other entity need not be disclosed
pursuant to the preceding sentence of this Section 5.7. A general notice that a
director or officer of the corporation has an interest in any other corporation,
joint stock company, business trust, partnership or other entity shall be
sufficient disclosure as to such director or officer with respect to any
contract or transaction of this corporation with such other corporation6 joint
stock company, business trust, partnership or other entity.

        (c) Any director of this corporation who is also a director or officer
of, or has interest requiring disclosure pursuant to this Section 5.7 to the
Board of Directors in, any other corporation, business trust, partnership or
other entity (other than any such entity controlling, controlled by or under
common control with this corporation) with which this corporation proposes to
contract or transact any business, or who has an interest in his or her own
right, pecuniary or otherwise, in any such contract or transaction, shall not
participate in any vote to authorize any such contract or transaction. Any such
contract or transaction may be authorized or approved by a majority of the
directors then in office and not disqualified by this Section 5.7 to vote on
such matters, even though the disinterested directors do not constitute a
quorum. In any event, the authorization or a ratification of a majority of the
capital stock of this corporation outstanding and entitled to vote for the
election of directors, adopted at a meeting duly called and held for the
purpose, shall validate any such contract or transaction as against any
stockholders of the corporation, whether of record or not at the time of such
vote, and as against any creditor or other claimant under the corporation; and
no contract or transaction shall be avoided or invalidated by reason of any
provision of this Section 5.7 which would be valid but for the provisions of
this Section 5.7.

Section 5.8.   Indemnification.

        (a) For purposes of this Section 5.8, the following terms shall have the
meanings ascribed to them below: "Agent" means any person who is or was a
director, officer, employee or other agent of this corporation, or is or was
serving at the request of this corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, business trust, or
other enterprise in which this corporation has an interest, as a stockholder,
creditor or otherwise, and shall include, wherever appropriate, such agent's
executors, administrators or personal representatives. "Liabilities and
expenses" includes, without limitation thereto, amounts of judgments, fines and
penalties against, and amounts paid in settlement by or on behalf of, any agent
of this corporation, attorneys' fees and disbursements and any expenses of
establishing a right to indemnification under this Section 5.8. "Proceeding"
means any pending, completed or terminated action, suit or proceeding, whether
brought in the right of this corporation or otherwise and whether of a civil,
criminal, administrative or investigative nature.

        (b) This corpor3tion shall, to the extent legally permissible and in
accordance with the provisions of this Section 5.8, indemnify any person who was
or is a party to, is threatened to be made a party to, or is otherwise involved
in any proceeding by reason of the fact that such person is or was an agent of
this corporation, against all liabilities and expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
proceeding, except with respect to any matter as to which such person shall have
been adjudicated in such proceeding not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
corporation, or, with respect to any criminal proceeding, had reasonable cause
to believe his or her conduct was unlawful; provided, however, that in the case
of any proceeding by or in the right of this corporation to procure a judgment
in its favor, no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duties to the
corporation, unless (and only to the extent that) the court in which such
proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as such
court shall deem proper. The termination of any such proceeding by judgment,
order of court, settlement, conviction or upon a plea of guilty or nola
contender, or its equivalent, shall not, of itself, create a presumption that
the person involved did not act in good faith for a purpose which he or she
reasonably believed to be in the best interests of the corporation, or, with
respect to any criminal proceeding, that such person had reasonable cause to
believe that his or her conduct was unlawful.

        (c) To the extent that any agent of this corporation has been successful
(as hereinafter defined) in the defense of any proceeding referred to in the
proceeding paragraph (b) of this Section 5.8, or of any claim or issue therein,
such agent shall be indemnified against expenses actually and reasonably
incurred by him or her in connection therewith, but only to the extent permitted
by paragraph (b). "Successful", when used with reference to the defense or
disposition of any proceeding involving a particular person, or of any issue or
claim therein, means that the proceeding, issue or claim has been finally
terminated without a finding of liability or guilt against such person and the
time for taking an appeal or other court or administrative action therein has
expired or, in the case of a threatened proceeding, a reasonable period of time
(which may, but need not, be shorter than the period which, under the applicable
statute of limitations, would bar the threatened proceeding) has elapsed since
the threat was made without the proceeding having been instituted in court or
before a governmental agency and, in either case, without any payment or promise
having been made to induce a settlement.

        (d) Indemnification under this Section 5.8 for liabilities and expenses,
other than those to which the preceding paragraph (c) applies or those ordered
by a court, shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the agent is proper in the
circumstances because the agent conformed to the applicable standards of conduct
set forth in paragraph (b) of this Section 5.8. Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum of disinterested
directors (as hereinafter defined), (ii) if such a quorum is not obtainable, or
even if obtainable and a quorum of disinterested directors so directs, by
independent legal counsel or by one or more independent persons, in either case
chosen by the Board of Directors, in a written finding delivered to the
corporation, or (iii) by vote of a majority of each class of stock of the
corporation then outstanding and entitled to vote on the election of directors.
"Disinterested director" means, with respect to action by the Board of Directors
upon any claim for indemnification of an agent of the corporation, any director
other than a director who is or was involved in the same proceeding or
threatened with the same claim of liability as that for which indemnification by
the corporation is sought by such agent or who is involved in any other
proceeding or threatened with any other claim of liability which might entitle
him or her to indemnification by the corporation under this Section 5.8 or
otherwise.

        (e) Expenses incurred in defending any proceeding may be paid by the
corporation in advance of the final disposition of such proceeding as authorized
by the Board of Directors in the specific case upon receipt of an undertaking in
writing by or on behalf of the agent to repay such amount unless it shall be
determined ultimately that the agent is entitled to be indemnified by the
corporation as provided in this Section 5.8.

        (f) No indemnification for expenses or advances in respect of expenses
incurred in defending any proceeding shall be made under this Section 5.8 in any
circumstance where it appears (i) that it would be inconsistent with a provision
of the Articles of Organization, these By-laws, a vote of the stockholders, or a
contract in effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred, which prohibits
or limits indemnification, or (ii) that it would be inconsistent with any
condition expressly imposed by a court in approving a settlement.

        (g) The right of indemnification provided by this Section 5.8 shall not
be exclusive of or affect any other right to which any agent of the corporation
may be entitled.

        (h) The Board of Directors may authorize the corporation to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by such agent in such capacity or arising
out of his or her status as such, whether or not the corporation would have the
power to indemnify the agent against such liability under the provisions of this
Section 5.8.

                             Article VI - Amendments


Section 6.1. General. These By-laws may be amended, added to or repealed, in
whole or in part, (a) by vote of the stockholders at a meeting, where the
substance of the proposed amendment is stated in the notice of the meeting, or
(b) by vote of a majority of the directors then in office, except that no
amendment may be made by the Board of Directors on matters reserved to the
stockholders by law or the Articles of Organization or which changes the
provisions of these By-laws relating to meetings of stockholders, to the removal
of directors or to the requirements for amendment of these By-laws. Notice of
any amendment, addition or repeal of any By-law by the Board of Directors
stating the substance of such action shall be given to all stockholders not
later than the time when notice is given of the meeting of stockholders next
following such action by the Board of Directors. Any By-law adopted by the Board
of Directors may be amended or repealed by the stockholders.

Section 6.2. Date of Annual Meeting A Stockholders . No amendment of these
By-laws changing the date of the annual meeting of stockholders may be made
within sixty days before the date fixed in these By-laws for such meeting.
Notice of such change shall be given to all stockholders at least twenty days
before the new date fixed for the meeting.

                           Article VII - Miscellaneous

Section 7.1. Massachusetts Control Share Acquisition A~. Pursuant to Section
2(c) of Chapter 110D of the Massachusetts General Laws, the Corporation has
elected that the provisions of said Chapter 110D shall not apply to "control
share acquisitions" (as defined in said Chapter 110D) of this Corporation.