AMENDED AND RESTATED
                                     BY-LAWS
                                       of
                    LABTEC INC., A MASSACHUSETTS CORPORATION

                                   ARTICLE I.

                            MEETINGS OF STOCKHOLDERS

         SECTION A. PLACE. Meetings of the stockholders shall be held at the
principal office of the corporation in Massachusetts or at such other place as
may be named in the notice.

         SECTION B. ANNUAL MEETINGS. The annual meeting of the stockholders
shall be held on the third Thursday of August or on such other date within six
months after the end of the fiscal year of the corporation and at such hour and
place as either of the co-chairmen of the board or a majority of the directors
or an officer designated by either of the co-chairmen of the board or a majority
of the directors shall determine. In the event that the annual meeting has not
been held on such date, a special meeting in lieu of the annual meeting may be
held with all of the force and effect of an annual meeting.

         SECTION C. SPECIAL MEETINGS. Special meetings of the stockholders may
be called only by any of the co-chairmen of the board or by a majority of the
directors, and shall be called by the clerk or, in case of the death, absence,
incapacity or refusal of the clerk, by any other officer, upon written
application of one or more stockholders who hold not less than 40% in interest
of the capital stock entitled to vote thereat. If a special meeting is called
pursuant to this section, whereby information is required from the corporation
in connection with solicitations of proxies for election of directors or other
matters pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, the corporation will cooperate in the prompt filing of any such proxy
materials.

         SECTION D. NOTICE. A written notice of the date, place and hour of all
meetings of stockholders stating the purposes of the meeting shall be given by
the clerk or an assistant clerk (or by any other officer who is entitled to call
such a meeting) at least seven (7) days before the meeting to each stockholder
entitled to vote thereat and to each stockholder who is entitled to such notice,
by leaving such notice with him or at his residence or usual place of business,
or by mailing it, postage prepaid, and addressed to such stockholder at his
address as it appears in the records of the corporation. Notwithstanding the
foregoing, in the case of any special meeting called upon the written
application of stockholders, such meeting shall be called not less than fifteen
(15) days nor more than thirty (30) days after such application is received by
the corporation and written notice thereof shall be given in accordance with the
preceding sentence at least fifteen (15) days before the meeting. Whenever
notice of a meeting is required to be given a stockholder under applicable law,


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the articles of organization or these by-laws, a written waiver thereof,
executed before or after the meeting by such stockholder or his attorney
thereunto authorized and filed with the records of the meeting, shall be deemed
equivalent to such notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice. Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States Mail.

         SECTION E. STOCKHOLDER NOMINATIONS OF DIRECTORS. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors at any annual or special meeting. Nominations of persons
for election as directors may be made by or at the direction of the directors,
or by any stockholder entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth in this section. Such
nominations, other than those made by or at the direction of the board, shall be
made pursuant to timely notice in writing to the chairman or co-chairmen of the
board, if any, the president, the treasurer or the clerk. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the corporation not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that (except as to an
annual meeting held on the date specified in these by-laws, such date not having
been changed since the last annual meeting), if less than 65 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of capital stock of the corporation which are beneficially owned by the
person and (iv) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as
to the stockholder giving the notice (i) the name and record address of such
stockholder and (ii) the class and number of shares of capital stock of the
corporation which are beneficially owned by such stockholder. No person shall be
eligible for election as a director at any annual or special meeting of
stockholders unless nominated in accordance with the procedures set forth
herein.

         SECTION F. ADVANCE NOTICE OF STOCKHOLDER-PROPOSED BUSINESS AT ANNUAL
MEETINGS. At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be brought
properly before an annual meeting, business must be either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the president, the co-chaimen of the board or a majority of the directors, (b)
otherwise properly brought before the meeting by or at the direction of the
co-chairmen of the board or a majority of the board, or (c) otherwise properly
brought before the meeting by a stockholder. In addition to any other applicable
requirements, for business to be brought properly before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the chairman or co-chairmen of the board, if any, the president, the clerk or
the treasurer. To be timely,

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a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that (except as to an
annual meeting held on the date specified in the by-laws, such date not having
been changed since the last annual meeting), if less than 65 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made. A stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the corporation which are beneficially owned by the stockholder,
and (iv) any material interest of the stockholder in such business.

Notwithstanding anything in these by-laws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the procedures set
forth in this section; provided, however, that nothing in this section shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the annual meeting in accordance with said procedure.

         SECTION G. QUORUM. A majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum, but a
smaller number may adjourn from time to time without further notice until a
quorum is secured.

         SECTION H. ACTION BY VOTE. When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall effect
such election and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, the articles of organization or these by-laws or when
the directors require a larger vote upon any election or question (to the extent
permitted by law). No ballot shall be required for any election unless requested
by a stockholder present or represented at the meeting and entitled to vote in
the election.

         SECTION I. VOTING. Stockholders entitled to vote shall have one vote
for each share of stock entitled to vote held by them of record according to the
records of the corporation, unless otherwise provided by the articles of
organization. The corporation shall not, directly or indirectly, vote any shares
of its own stock. Stockholders may vote in person or by proxy. Every stockholder
may authorize another person or persons to act for him or her by proxy in all
matters in which a stockholder is entitled to participate, whether by waiving
notice of any meeting, voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the
stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon
after three years from its date unless such proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and, if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power. A proxy may be made irrevocable regardless of

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whether the interest with which it is coupled is an interest in the stock itself
or an interest in the corporation generally.

         SECTION J. ACTION BY CONSENT. Except as otherwise required by law, any
action required or permitted to be taken by the stockholders must be taken at a
duly called annual or special meeting of such holders and may not be taken by
any consent in writing by such holders.

                                   ARTICLE II.

                             OFFICERS AND DIRECTORS

         SECTION A. ENUMERATION. The corporation shall have a board of not less
than three directors, except that whenever there shall be fewer than three
stockholders, the number of directors may be less than three but in no event
less than the number of stockholders. The number of directors shall be fixed by
the directors and may be enlarged at any time by vote of a majority of the
directors then in office. The officers of the corporation shall consist of a
president, a treasurer and a clerk, and such other officers with such titles as
the resolution of the board of directors choosing them shall designate.

         SECTION B. QUALIFICATIONS. Directors and officers need not be
stockholders. No officer, including the president, need be a director. Two or
more offices may be held by the same person. The clerk shall be a resident of
Massachusetts unless a resident agent shall have been appointed pursuant to the
Massachusetts Business Corporation Law.

         SECTION C. ELECTION. The directors shall be elected in the manner
provided in the articles of organization, by such stockholders as have the right
to vote thereon. The directors at their annual meeting each year shall elect all
of the officers of the corporation, including the treasurer and clerk. Except as
hereinafter provided, such officers shall hold office until the next annual
meeting of stockholders and until their respective successors are elected and
qualified

         SECTION D. REMOVAL. Directors may be removed from office only as
provided in the articles of organization. Officers elected or appointed by a
majority of the directors may be removed from their respective offices with or
without cause by vote of a majority of the directors then in office.

         SECTION E. RESIGNATION. Resignations by officers or directors shall be
given in writing to the president, treasurer, clerk or directors. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time.

         SECTION F. VACANCIES. Continuing directors may act despite a vacancy or
vacancies in the board and shall for this purpose be deemed to constitute the
full board. Any vacancy in the board of directors, however occurring, including
a vacancy resulting from the enlargement of the board, may be filled by the
co-chairmen of the board or a majority of directors then in office, though less
than a quorum. Vacancies in any other office may be filled by the directors.


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                                  ARTICLE III.

                            MEETING OF THE DIRECTORS

         SECTION A. REGULAR MEETINGS. Regular meetings of the directors may be
held without call or notice at such times and places within or without the
Commonwealth of Massachusetts as the directors may fix provided that reasonable
notice of the first regular meeting following any such determination shall be
given to absent directors. An annual meeting of the directors may be held in
each year without call or notice immediately after and at the place of the
meeting at which the board is elected.

         SECTION B. SPECIAL MEETINGS. Special meetings of the directors may be
held at any time and at any place designated in the call of the meeting, when
called by either of the co-chairmen of the board, or by a majority of the
directors, reasonable notice thereof being given to each director by the clerk
or by the officer or one of the directors calling the meeting.

         SECTION C. NOTICE. No notice need be given for a regular or annual
meeting of the directors. Twenty-four (24) hours' notice by mail, telegraph,
telephone or word of mouth shall be given for a special meeting unless shorter
notice is adequate under the circumstances. A notice or waiver of notice need
not specify the purpose of any special meeting. Notice of a meeting need not be
given to any director, if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him.

         SECTION D. QUORUM. A majority of the directors then in office shall
constitute a quorum, but a smaller number may adjourn finally or from time to
time without further notice until a quorum is secured. If a quorum is present, a
majority of the directors present may take any action on behalf of the board
except to the extent that a larger number is required by law, the articles of
organization or these by-laws.

         SECTION E. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the 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 directors. Such consents shall be treated
for all purposes as a vote at a meeting.

         SECTION F. COMMITTEES. The directors may elect from their number an
executive committee or other committees and may by like vote delegate to
committees so elected some or all of their powers to the extent permitted by
law. Except as a majority of the directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the directors or in such rules, its business shall be conducted as
nearly as possible in the same manner as is provided by these by-laws for the
directors. A majority of the directors or the co-

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chairmen shall have the power at any time to fill vacancies in any such
committee, to change its membership or to discharge the committee.

                                   ARTICLE IV.

                   POWERS AND DUTIES OF DIRECTORS AND OFFICERS

         SECTION A. DIRECTORS. The business of the corporation shall be managed
by the directors, who may exercise all such powers of the corporation as are not
by law, by the articles of organization or by these by-laws required to be
otherwise exercised. The directors may from time to time to the extent permitted
by law delegate any of their powers to committees, officers, attorneys or agents
of the corporation, subject to such limitations as the directors may impose.

         SECTION B. CHAIRMAN AND PRESIDENT. The directors may appoint a chairman
or co-chairmen of the board who, unless otherwise determined by the directors,
shall, when present, preside at all meetings of the directors and shall have
such other powers and duties as customarily belong to the office of chairman of
the board or as may be designated from time to time by the directors. The
president shall be the chief executive officer of the corporation unless a
majority of the directors designate another officer. The chief executive officer
shall, subject to the direction of the directors, have general supervision and
control of the business of the corporation. Except as provided above regarding
the chairman or co-chairmen of the board and unless the directors specify
otherwise, the chief executive officer shall preside at all meetings of
stockholders and of the directors at which he is present. The president and
chief executive officer shall perform such other duties and shall have such
other powers as a majority of the directors or the co-chairmen may designate
from time to time.

         SECTION C. VICE PRESIDENTS. The vice presidents, if any, shall have
such powers and duties as may be designated from time to time by a majority of
the directors, the co-chairmen or by the president.

         SECTION D. TREASURER. Except as a majority of the directors shall
otherwise determine, the treasurer shall be the chief financial and accounting
officer of the corporation and shall have such other powers and duties as
customarily belong to the office of treasurer or as may be designated from time
to time by a majority of the directors, the co-chairmen or by the president.

         SECTION E. CLERK. The clerk shall record all proceedings of the
stockholders and directors in a book or books to be kept therefor and shall have
custody of the seal of the corporation.

                                   ARTICLE V.

                              EMPLOYMENT CONTRACTS

         The corporation may enter into employment contracts authorized by a
majority of the directors or the co-chaimen extending beyond the terms of the
directors. An employment contract

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shall be valid despite any inconsistent provision of these by-laws relating to
terms of officers and removal of officers with or without cause but shall not
affect the authority of the directors to remove officers. Any removal or failure
to reelect an officer shall be without prejudice to the officer's contract
rights, if any.

                                   ARTICLE VI.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall, to the extent legally permissible, indemnify
each person who may serve or who has served at any time as a director or officer
of the corporation or of any of its subsidiaries, or who at the request of the
corporation may serve or at any time has served as a director, officer or
trustee of, or in a similar capacity with, another organization or an employee
benefit plan, against all expenses and liabilities (including counsel fees,
judgments, fines, excise taxes, penalties and amounts payable in settlements)
reasonably incurred by or imposed upon such person in connection with any
threatened, pending or completed action, suit or other proceeding, whether
civil, criminal, administrative or investigative, in which he may become
involved by reason of his serving or having served in such capacity (other than
a proceeding voluntarily initiated by such person unless he is successful on the
merits, the proceeding was authorized by the corporation or the proceeding seeks
a declaratory judgment regarding his own conduct); provided that no
indemnification shall be provided for any such person with respect to any matter
as to which he shall have been finally adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation or, to the extent such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan; and provided,
further, that as to any matter disposed of by a compromise payment by such
person, pursuant to a consent decree or otherwise, the payment and
indemnification thereof have been approved by the corporation, which approval
shall not unreasonably be withheld, or by a court of competent jurisdiction.
Such indemnification shall include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition of such action or proceeding, upon receipt of an undertaking
by the person indemnified to repay such payment if he shall be adjudicated to be
not entitled to indemnification under this article, which undertaking may be
accepted without regard to the financial ability of such person to make
repayment.

         A person entitled to indemnification hereunder whose duties include
service or responsibilities as a fiduciary with respect to a subsidiary or other
organization shall be deemed to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation if he acted
in good faith in the reasonable belief that his action was in the best interests
of such subsidiary or organization or of the participants or beneficiaries of,
or other persons with interests in, such subsidiary or organization to whom he
had a fiduciary duty.

         Where indemnification hereunder requires authorization or approval by
the corporation, such authorization or approval shall be conclusively deemed to
have been obtained, and in any case where

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a director of the corporation approves the payment of indemnification, such
director shall be wholly protected, if:

                  1. the payment has been approved or ratified (1) by a majority
vote of a quorum of the directors consisting of persons who are not at that time
parties to the proceeding, (2) by a majority vote of a committee of two or more
directors who are not at that time parties to the proceeding and are selected
for this purpose by the full board (in which selection directors who are parties
may participate), or (3) by a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for directors, voting as a
single class, which quorum shall consist of stockholders who are not at that
time parties to the proceeding; or

                  2. the action is taken in reliance upon the opinion of
independent legal counsel (who may be counsel to the corporation) appointed for
the purpose by vote of the directors or in the manner specified in clauses (1),
(2) or (3) of subparagraph (i); or

                  3. the payment is approved by a court of competent
jurisdiction; or

                  4. the directors have otherwise acted in accordance with the
standard of conduct set forth in the Massachusetts Business Corporation Law.

         Any indemnification or advance of expenses under this article shall be
paid promptly, and in any event within 30 days, after the receipt by the
corporation of a written request therefor from the person to be indemnified,
unless with respect to a claim for indemnification the corporation shall have
determined that the person is not entitled to indemnification. If the
corporation denies the request or if payment is not made within such 30 day
period, the person seeking to be indemnified may at any time thereafter seek to
enforce his rights hereunder in a court of competent jurisdiction and, if
successful in whole or in part, he shall be entitled also to indemnification for
the expenses of prosecuting such action. Unless otherwise provided by law, the
burden of proving that the person is not entitled to indemnification shall be on
the corporation.

         The right of indemnification under this article shall be a contract
right inuring to the benefit of the directors, officers and other persons
entitled to be indemnified hereunder and no amendment or repeal of this article
shall adversely affect any right of such director, officer or other person
existing at the time of such amendment or repeal.

         The indemnification provided hereunder shall inure to the benefit of
the heirs, executors and administrators of a director, officer or other person
entitled to indemnification hereunder. The indemnification provided hereunder
may, to the extent authorized by the corporation, apply to the directors,
officers and other persons associated with constituent corporations that have
been merged into or consolidated with the corporation who would have been
entitled to indemnification hereunder had they served in such capacity with or
at the request of the corporation.

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         The right of indemnification under this article shall be in addition to
and not exclusive of all other rights to which such director or officer or other
persons may be entitled. Nothing contained in this article shall affect any
rights to indemnification to which corporation employees or agents other than
directors and officers and other persons entitled to indemnification hereunder
may be entitled by contract or otherwise under law.

                                  ARTICLE VII.

                            STOCK AND TRANSFER BOOKS

         The corporation shall keep in the Commonwealth of Massachusetts at its
principal office (or at an office of its transfer agent or of its clerk or of
its resident agent) stock and transfer records, which shall contain the names of
all stockholders and the record address and the amount of stock held by each.
The corporation for all purposes may conclusively presume that the registered
holder of a stock certificate is the absolute owner of the shares represented
thereby and that his record address is his proper address. A majority of the
directors or the co-chairmen may fix in advance a time, which shall not be more
than sixty days before the date of any meeting of stockholders or the date for
the payment of any dividend or the making of any distribution to stockholders or
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose, as the record date for determining the stockholders
having the right to notice of and to vote at such meeting and any adjournment
thereof or the right to receive such dividend or distribution or the right to
give such consent or dissent, and in such case only stockholders of record on
such record date shall have such right, notwithstanding any transfer of stock on
the books of the corporation after the record date; or without fixing such
record date the directors may for any of such purposes close the transfer books
for all or any part of such period.

         If no record date is fixed and the transfer books are not closed:

                           a. The record date for determining stockholders
                  having the right to notice of or to vote at a meeting of
                  stockholders shall be at the close of business on the day next
                  preceding the day on which notice is given or, if notice is
                  waived, the close of business on the next day preceding the
                  day on which the meeting is held.

                           b. The record date for determining stockholders for
                  any other purpose shall be at the close of business on the day
                  on which the board of directors acts with respect thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the directors may, to the extent permitted by law, fix a
new record date for the adjourned meeting.


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                                  ARTICLE VIII.

                                  CAPITAL STOCK

         SECTION A. ISSUANCE OF STOCK. Any unissued capital stock from time to
time authorized under the articles of organization may be issued by vote of a
majority of the directors or the co- chairmen.

         SECTION B. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED
SHARES. A majority of the directors or the co-chairmen may determine that some
or all of any or all classes and series of shares shall be uncertificated
shares. Unless the directors have so determined, a stockholder shall be entitled
to a certificate stating the number and the class and the designation of the
series, if any, of the shares held by him, in such form as shall, in conformity
to law, be prescribed from time to time by the directors. Such certificate shall
be signed by the chairman or co-chairmen of the board of directors, the
president or a vice president and by the treasurer or an assistant treasurer.
Such signatures may be facsimiles if the certificate is signed by a transfer
agent, or by a registrar, other than a director, officer or employee of the
corporation. In case any officer who has signed or whose facsimile signature has
been placed on such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the time of its issue.

         SECTION C. LOSS OF CERTIFICATES. In the case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such conditions as a majority of the
directors or the co-chairmen may prescribe.

                                   ARTICLE IX.

                              SEAL AND FISCAL YEAR

         The seal shall be circular in form with the name of the corporation
around the periphery and words and figures "Incorporated 1991 Massachusetts"
within. The fiscal year shall be fixed from time to time by a majority of the
directors or the co-chairmen.

                                   ARTICLE X.

                             EXECUTION OF DOCUMENTS

         Except as a majority of the directors or the co-chairmen may generally
or in particular cases authorize the execution thereof in some manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the corporation shall be signed by the
chairman or co-chairmen of the board, if any, the president, a vice president,
or the treasurer.


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                                   ARTICLE XI.

                              AMENDMENT OF BY-LAWS

         These by-laws may be amended, altered or repealed in whole or in part,
and new by-laws may be adopted, by vote of the holders of a majority of the
shares of common stock outstanding and entitled to vote. A majority of the
directors may also make, amend or repeal these by-laws in whole or in part,
except with respect to any provision thereof which by law, the articles of
organization or these by-laws requires action by the stockholders.

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