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                             INFINIUM SOFTWARE, INC.

                                ****************

                           THIRD AMENDED AND RESTATED
                                     BY-LAWS

                               ****************


                                    ARTICLE I
                                    ---------

                                  Stockholders
                                  ------------


     1. ANNUAL MEETING. The annual meeting of stockholders shall be held on the
fifteenth (15th) day in February in each year (or if that be a legal holiday in
the place where the meeting is to be held, on the next succeeding full business
day) at 10:00 a.m. unless a different hour is fixed by the Directors or the
President and stated in the notice of the meeting. The purposes for which the
annual meeting is to be held, in addition to those prescribed by law, by the
Articles of Organization of the corporation (the "Articles of Organization") or
by these By-laws, may be specified by the Directors or the President. In the
event an annual meeting has not been held on the date fixed in these By-laws, a
special meeting in lieu of the annual meeting may be held with all the force and
effect of an annual meeting.

     2. SPECIAL MEETINGS. Special meetings of stockholders may be called by the
President or by the Directors. Upon written application of one or more
stockholders who hold at least 10% in interest of the capital stock entitled to
vote at a meeting, a special meeting shall be called by the Clerk, or in the
case of the death, absence, incapacity or refusal of the Clerk, by another
officer. Notwithstanding the immediately preceding sentence, if the corporation
has a class of voting stock registered under the Securities Exchange Act of
1934, as amended, upon written application of one or more stockholders who hold
at least 40% in interest of the capital stock entitled to vote at a meeting, a
special meeting shall be called by the Clerk, or in case of the death, absence,
incapacity or refusal of the Clerk, by any other officer.

     3. PLACE OF MEETINGS. All meetings of stockholders shall be held at the
principal office of the corporation unless a different place (within or without
Massachusetts, but within the United States) is fixed by the Directors or the
President and stated in the notice of the meeting.

     4. NOTICE OF MEETINGS. A written notice of the place, date and hour of all
meetings of stockholders stating the purpose of the meeting shall be given by
the Clerk or an Assistant Clerk or by the person calling the meeting at least
seven days before the meeting or such longer period 


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as is required by law to each stockholder entitled to vote thereat and to each
stockholder who under the law, under the Articles of Organization or under these
By-laws, is entitled to such notice, by leaving such notice with such
stockholder or at his or her residence or usual place of business, or by mailing
it, postage prepaid, and addressed to such stockholder at his or her address as
it appears in the records of the corporation. Whenever notice of a meeting is
required to be given a stockholder under any provision of the Massachusetts
Business Corporation Law or of the Articles of Organization or these By-laws, a
written waiver thereof, executed before or after the meeting by such stockholder
or his or her attorney thereunto authorized and filed with the records of the
meeting, shall be deemed equivalent to such notice.

     5. NOTICE OF STOCKHOLDER BUSINESS. The following provisions of this Section
5 shall apply to the conduct of business at any meeting of the stockholders. (As
used in this Section 5, the term annual meeting shall include a special meeting
in lieu of annual meeting.)

          (a) At any meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) pursuant to the
corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the corporation who is a stockholder of
record at the time of giving of the notice provided for in paragraph (b) of this
Section 5, who shall be entitled to vote at such meeting and who complies with
the notice procedures set forth in paragraph (b) of this Section 5.

          (b) For business to be properly brought before any meeting of the
stockholders by a stockholder pursuant to clause (iii) of paragraph (a) of this
By-law, the stockholder must have given timely notice thereof in writing to the
Clerk of the corporation. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the corporation
(i) in the case of any annual meeting, not less than ninety (90) days nor more
than 120 days prior to the date specified in Section 1 above for such annual
meeting, regardless of any postponements, deferrals or adjournments of that
meeting to a later date; provided, however, that if a special meeting in lieu of
annual meeting of stockholders is to be held on a date prior to the date
specified in Section 1 above, and if less than seventy (70) days' notice or
prior public disclosure of the date of such special meeting in lieu of annual
meeting is given or made, notice by the stockholder to be timely must be so
delivered or received not later than the close of business on the tenth day
following the earlier of the date on which notice of the date of such special
meeting in lieu of annual meeting was mailed or the day on which public
disclosure was made of the date of such special meeting in lieu of annual
meeting; and (ii) in the case of a special meeting (other than a special meeting
in lieu of an annual meeting), not later than the tenth day following the
earlier of the day on which notice of the date of the scheduled meeting was
mailed or the day on which public disclosure was made of the date of the
scheduled meeting. A stockholder's notice to the Clerk shall set forth as to
each matter the stockholder proposes to bring before the meeting, (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and address,
as they appear on the corporation's books, of the stockholder proposing such
business, the name and address of the beneficial owner, if any, on whose behalf
the proposal is made, and the name and address of any other stockholders or
beneficial owners known by such stockholder to be supporting such proposal,
(iii) the class and number of shares of the corporation which are owned

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beneficially and of record by such stockholder of record, by the beneficial
owner, if any, on whose behalf the proposal is made and by any other
stockholders or beneficial owners known by such stockholder of record and/or of
the beneficial owner, if any, on whose behalf the proposal is made, in such
proposed business and any material interest of any other stockholders or
beneficial owners known by such stockholder to be supporting such proposal in
such proposed business, to the extent known by such stockholder.

          (c) Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at a meeting except in accordance with the
procedures set forth in these By-laws. The person presiding at the meeting
shall, if the facts warrant, determine that business was not properly brought
before the meeting and in accordance with the procedures prescribed by these
By-laws, and if he should so determine, he shall so declare at the meeting and
any such business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provision of this By-law, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (or any successor provision), and the rules and
regulations thereunder with respect to the matters set forth in this By-law.

          (d) This provision shall not prevent the consideration and approval or
disapproval at the meeting of reports of officers, Directors and committees of
the Board of Directors, but, in connection with such reports, no new business
shall be acted upon at such meeting unless properly brought before the meeting
as herein provided.

     6. QUORUM. The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum, but a
lesser number may adjourn any meeting from time to time without further notice;
except that, if two or more classes of stock are outstanding and entitled to
vote as separate classes, then in the case of each such class, a quorum shall
consist of the holders of a majority in interest of the stock of that class
issued, outstanding and entitled to vote.

     7. VOTING AND PROXIES. Each stockholder shall have one vote for each share
of stock entitled to vote owned by him or her and a proportionate vote for a
fractional share, unless otherwise provided by the Articles of Organization in
the case that the corporation has two or more classes or series of stock.
Capital stock shall not be voted if any installment of the subscription therefor
has been duly demanded in accordance with the law of the Commonwealth of
Massachusetts and is overdue and unpaid. Stockholders may vote either in person
or by written proxy. Proxies shall be filed with the clerk of the meeting, or of
any adjournment thereof, before being voted. No proxy dated more than six months
before the date named therein shall be valid and no proxy shall be valid after
the final adjournment of such meeting. Notwithstanding the provisions of the
preceding sentence, a proxy coupled with an interest sufficient in law to
support an irrevocable power, including, without limitation, an interest in
shares or in the corporation generally, may be made irrevocable if it so
provides, need not specify the meeting to which it relates, and shall be valid
and enforceable until the interest terminates, or for such shorter period as may
be specified in the proxy. Except as otherwise limited therein, proxies shall
entitle the persons named therein to vote at any adjournment of such meeting but
shall not be valid after final adjournment of such meeting. A proxy with respect
to stock held in


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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. A proxy purporting to be
executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger.

     8. ACTION AT MEETING. When a quorum is present, the holders of a majority
of the stock present or represented and voting on a matter (or if there are two
or more classes of stock entitled to vote as separate classes, then in the case
of each such class, the holders of a majority of the stock of that class present
or represented and voting on a matter), except where a larger vote is required
by law, the Articles of Organization or these By-laws, shall decide any matter
to be voted on by the stockholders. Broker non-votes will be counted for
purposes of determining whether a quorum is present on any matter, but will not
be counted as having been voted on any matter for which voting authority is
withheld. Any election of Directors or officers by the stockholders shall be
determined by a plurality of the votes cast by stockholders entitled to vote at
the election. Any such elections shall be by ballot if so requested by any
stockholder entitled to vote thereon. The corporation shall not directly or
indirectly vote any share of its own stock.

     9. ACTION WITHOUT MEETING. Any action required or permitted to 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 consent shall be treated for all purposes as a vote at a meeting.


                                   ARTICLE II
                                   ----------
                                    Directors
                                    ---------

     1. POWERS. The business of the corporation shall be managed by a Board of
Directors who may exercise all the powers of the corporation except as otherwise
provided by law, by the Articles of Organization or by these By-laws. In the
event of vacancy in the Board of Directors, the remaining Directors, except as
otherwise provided by law, may exercise the powers of the full Board until the
vacancy is filled.

     2. NUMBER, ELECTION AND QUALIFICATION. A Board of Directors (the "Board")
shall be elected by the stockholders at the annual meeting. The number of
Directors shall be fixed by the stockholders (except as that number may be
enlarged by the Board of Directors acting pursuant to Section 4 of this
Article), but shall be not less than three, except that whenever there shall be
only two stockholders the number of directors shall be not less than two and
whenever there shall be only one stockholder or prior to the issuance of any
stock, there shall be at least one director, and shall be not more than nine.
Notwithstanding the foregoing provisions, if the corporation is a "registered
corporation" within the meaning of Section 50A of the Massachusetts Business
Corporation Law and has not elected, pursuant to paragraph (b) of such Section
50A, to be exempt from the provisions of paragraph (a) of such Section 50A,
then:


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          (i) In accordance with paragraph (d), clause (iv) of such Section 50A,
     the number of Directors shall be fixed only by vote of the Board of
     Directors.

          (ii) In accordance with paragraph (a) of such Section 50A, the
     Directors of the corporation shall be classified with respect to the time
     for which they severally hold office, into three classes, as nearly equal
     in number as possible; the term of office of those of the first class
     ("Class I Directors") to continue until the first annual meeting following
     the date the corporation becomes subject to such paragraph (a) and until
     their successors are duly elected and qualified; the term of office of
     those of the second class ("Class II Directors") to continue until the
     second annual meeting following the date the corporation becomes subject to
     such paragraph (a) and until their successors are duly elected and
     qualified; and the term of office of those of the third class ("Class III
     Directors") to continue until the third annual meeting following the date
     the corporation becomes subject to such paragraph (a) and until their
     successors are duly elected and qualified. At each annual meeting of the
     corporation, the successors to the class of directors whose term expires at
     that meeting shall be elected to hold office for a term continuing until
     the annual meeting held in the third year following the year of their
     election and until their successors are duly elected and qualified.

     3. VACANCIES. Any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from the enlargement of the Board, may be filled
by the stockholders or, in the absence of stockholder action, by the Directors.
Each such successor shall hold office for the unexpired term of his or her
predecessor and until his or her successor is chosen and qualified or until his
or her earlier death, resignation or removal. Notwithstanding the foregoing
provisions, if the Directors of the corporation are classified with respect to
the time for which they severally hold office pursuant to paragraph (a) of
Section 50A of the Massachusetts Business Corporation Law, as it may be amended
from time to time, any vacancy in the Board of Directors, however occurring,
shall be filled in accordance with the provisions of paragraph (d) of such
Section 50A.

     4. ENLARGEMENT OF THE BOARD. The Board of Directors may be enlarged by the
stockholders at any meeting or by vote of a majority of the Directors then in
office. Notwithstanding the foregoing provisions, if the Directors of the
corporation are classified with respect to the time for which they severally
hold office pursuant to paragraph (a) of Section 50A of the Massachusetts
Business Corporation Law, as it may be amended from time to time, the Board of
Directors may be enlarged only in accordance with the provisions of paragraph
(d) of such Section 50A.

     5. TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, Directors shall hold office until the next
annual meeting of stockholders and until their successors are chosen and
qualified. Any Director may resign by delivering his or her written resignation
to the corporation at its principal office or to the President, Clerk or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

     6. REMOVAL. A Director may be removed from office (a) with or without cause
by the vote of the holders of a majority of the shares entitled to vote in the
election of Directors, 


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provided that the Directors of a class elected by a particular class of
stockholders may be removed only by the vote of the holders of a majority of the
shares of the particular class of stockholders entitled to vote for the election
of such Directors; or (b) for cause by vote of a majority of the Directors then
in office. A Director may be removed for cause only after a reasonable notice
and opportunity to be heard before the body proposing to remove him or her.
Notwithstanding the foregoing provisions, if the Directors of the corporation
are classified with respect to the time for which they severally hold office
pursuant to paragraph (a) of Section 50A of the Massachusetts Business
Corporation Law, as it may be amended from time to time, the removal of
Directors shall be governed by the provisions of paragraph (c) of such Section
50A.

     7. MEETINGS. Regular meetings of the Directors may be held without call or
notice at such places and at such times as the Directors may from time to time
determine, provided that any Director who is absent when such determination is
made shall be given notice of the determination. A regular meeting of the
Directors may be held without a call or notice at the same place as the annual
meeting of stockholders. Special meetings of the Directors may be held at any
time and place designated in a call by the President or two or more Directors.

     8. TELEPHONE CONFERENCE MEETINGS. Members of the Board of Directors may
participate in a meeting of the board 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.

     9. NOTICE OF MEETINGS. Notice of all special meetings of the Directors
shall be given to each Director by the Secretary, or Assistant Secretary, or if
there be no Secretary or Assistant Secretary, by the Clerk, or Assistant Clerk,
or in case of the death, absence, incapacity or refusal of such persons, by the
officer or one of the Directors calling the meeting. Notice shall be given to
each Director in person or by telephone or by telegram sent to his or her
business or home address at least twenty-four hours in advance of the meeting,
or by written notice mailed to his or her business or home address at least
forty-eight hours in advance of the meeting. Notice of a meeting need not be
given to any Director if a written waiver of notice, executed by such Director
before or after the meeting, is filed with the records of the meeting, or to any
Director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. A notice or waiver of notice of a
Directors' meeting need not specify the purposes of the meeting.

     10. QUORUM. At any meeting of the Directors, a majority of the Directors
then in office shall constitute a quorum. Less than a quorum may adjourn any
meeting from time to time without further notice.

     11. ACTION AT MEETING. At any meeting of the Directors at which 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 or the
Articles of Organization or these By-laws.

     12. 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 


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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.

     13. COMMITTEES. The Directors may, by vote of a majority of the Directors
then in office, elect from their number an executive or other committees and may
by like vote delegate thereto some or all of their powers except those which by
law, the Articles of Organization or these By-laws they are prohibited from
delegating to such committee. Except as 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 may be in the same manner as is provided by these By-laws
for the Directors.


                                   ARTICLE III
                                   -----------
                                    Officers
                                    --------

     1. ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk, and such other officers, including a Chairman
of the Board of Directors, one or more Vice-Presidents, Assistant Treasurers,
Assistant Clerks, Secretary and Assistant Secretaries as the Directors may
determine.

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

     3. QUALIFICATION. The President may, but need not be, a Director. No
officer need be a stockholder. Any two or more offices may be held by the same
person, provided that the President and Clerk shall not be the same person. The
Clerk shall be a resident of Massachusetts unless the corporation has a resident
agent appointed for the purpose of service of process. Any officer may be
required by the Directors to give bond for the faithful performance of his or
her duties to the corporation in such amount and with such sureties as the
Directors may determine.

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

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

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     6. PRESIDENT, CHAIRMAN OF THE BOARD, AND VICE-PRESIDENT. The President
shall, unless otherwise provided by the Directors, be the chief executive
officer of the corporation and shall, subject to the direction of the Directors,
have general supervision and control of its business. Unless otherwise provided
by the Directors he or she shall preside, when present, at all meetings of
stockholders and, unless a Chairman of the Board has been elected and is
present, of the Directors. If a Chairman of the Board of Directors is elected he
or she shall preside at all meetings of the Board of Directors at which he or
she is present. The Chairman shall have such other powers as the Directors may
from time to time designate. Any Vice-President shall have such powers as the
Directors may from time to time designate.

     7. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject to the
direction of the Directors, have general charge of the financial affairs of the
corporation and shall cause accurate books of account to be kept. He or she
shall have custody of all funds, securities, and valuable documents of the
corporation, except as the Directors may otherwise provide. Any Assistant
Treasurer shall have such powers as the Directors may from time to time
designate.

     8. CLERK AND ASSISTANT CLERKS. The Clerk shall record all proceedings of
the stockholders in a book to be kept therefor. Unless a transfer agent is
appointed, the Clerk shall keep or cause to be kept in Massachusetts, at the
principal office of the corporation or at his or her office, the stock and
transfer records of the corporation, in which are contained the names of all
stockholders and the record address and the amount of stock held by each. In
case a Secretary is not elected, the Clerk shall record all proceedings of the
Directors in a book to be kept therefor. In the absence of the Clerk from any
meeting of the stockholders, an Assistant Clerk, if one be elected, otherwise a
Temporary Clerk designated by the person presiding at the meeting, shall perform
the duties of the Clerk. Any Assistant Clerk shall have such additional powers
as the Directors may from time to time designate.

     9. SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is elected, he or
she shall keep a record of the meetings of the Directors and in his or her
absence, an Assistant Secretary, if one be elected, otherwise a Temporary
Secretary designated by the person presiding at the meeting, shall keep a record
of the meetings of the Directors. Any Assistant Secretary shall have such
additional powers as the Directors may from time to time designate.

     10. OTHER POWERS AND DUTIES. Each officer shall, subject to these By-laws,
have in addition to the duties and powers specifically set forth in these
By-laws, such duties and powers as are customarily incident to his or her
office, and such duties and powers as the Directors may from time to time
designate.


                                   ARTICLE IV
                                   ----------
                                  Capital Stock
                                  -------------

     1. CERTIFICATES OF STOCK. Subject to the provisions of Section 2 below,
each stockholder shall be entitled to a certificate of the capital stock of the
corporation in such form as may be prescribed from time to time by the
Directors. The certificate shall be signed by the President or 


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                                      -9-

a Vice-President, and by the Treasurer or an Assistant Treasurer; provided,
however, 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 or she were such officer at the time of its issue.

     Every certificate issued for shares of stock at a time when such shares are
subject to any restriction on transfer pursuant to the Articles of Organization,
these By-laws or any agreement to which the corporation is a party shall have
the restriction noted conspicuously on the certificate and shall also set forth
on the face or back of the certificate either the full text of the restriction
or 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 stock certificate issued by the
corporation at a time when it is authorized to issue more than one class or
series of stock shall set forth upon the face or back of the certificate either
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 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.

     2. STOCKHOLDER OPEN ACCOUNTS. The corporation may maintain or caused to be
maintained stockholder open accounts in which may be recorded all stockholders'
ownership of stock and all changes therein. Certificates need not be issued for
shares so recorded in a stockholder open account unless requested by the
stockholder.

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

     It shall be the duty of each stockholder to notify the corporation of his
or her post office address.

     4. RECORD DATE. The Directors may fix in advance a time which shall be not
more than sixty (60) days before the date of any meeting of stockholders or the
date for the payment of any 


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                                      -10-

dividend or the making of any distribution to stockholders or the last day on
which the consent or dissent of stockholders may be effectively expressed for
any purpose, as the record date for determining the stockholders having the
right to notice of and to vote at such meeting and any adjournment thereof or
the right to receive such dividend or distribution or the right to give such
consent or dissent. In such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock on the books of the
corporation after the record date. Without fixing such record date the Directors
may for any of such purposes close the transfer books for all or any part of
such period.

     If no record date is fixed and the transfer books are not closed, the
record date for determining 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, and 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.

     5. REPLACEMENT OF CERTIFICATES. In case of the alleged loss, mutilation or
destruction of a certificate of stock, a duplicate certificate may be issued in
place thereof, upon such terms and conditions as the Directors may prescribe.

     6. ISSUE OF CAPITAL STOCK. The whole or any part of the then authorized but
unissued shares of each class of stock may be issued at any time or from time to
time by the Board of Directors without action by the stockholders.

     7. REACQUISITION OF STOCK. Shares of stock previously issued which have
been reacquired by the corporation, may be restored to the status of authorized
but unissued shares by vote of the Board of Directors, without amendment of the
Articles of Organization.


                                    ARTICLE V
                                    ---------

                        Provisions Relative to Directors,
                      Officers, Stockholders and Employees
                      ------------------------------------

     1. CERTAIN CONTRACTS AND TRANSACTIONS. In the absence of fraud or bad
faith, no contract or transaction by this corporation shall be void, voidable or
in any way affected by reason of the fact that the contract or transaction is
(a) with one or more of its officers, Directors, stockholders or employees, (b)
with a person who is in any way interested in this corporation or (c) with a
corporation, organization or other concern in which an officer, Director,
stockholder or employee of this corporation is an officer, director,
stockholder, employee or in any way interested. The provisions of this section
shall apply notwithstanding the fact that the presence of a Director or
stockholder, with whom a contract or transaction is made or entered into or who
is an officer, director, stockholder or employee of a corporation, organization
or other concern with which a contract or transaction is made or entered into or
who is in any way interested in such contract or transaction, was necessary to
constitute a quorum at the meeting of the Directors (or any authorized committee
thereof) or stockholders at which such contract or transaction was 


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                                      -11-


authorized and/or that the vote of such Director or stockholder was necessary
for the adoption of such contract or transaction, provided that if said interest
was material, it shall have been known or disclosed to the Directors or
stockholders voting at said meeting on said contract or transaction. A general
notice to any person voting on said contract or transaction that an officer,
Director, stockholder or employee has a material interest in any corporation,
organization or other concern shall be sufficient disclosure as to such officer,
Director, stockholder or employee with respect to all contracts and transactions
with such corporation, organization or other concern. This section shall be
subject to amendment or repeal only by action of the stockholders.

     2. INDEMNIFICATION. Each Director and officer of the corporation, and any
person who, at the request of the corporation, serves as a director or officer
of another organization shall be indemnified by the corporation against any
cost, expense (including attorneys' fees), judgment, liability and/or amount
paid in settlement reasonably incurred by or imposed upon him or her in
connection with any action, suit or proceeding (including any proceeding before
any administrative or legislative body or agency), to which he or she may be
made a party or otherwise involved or with which he or she shall be threatened,
by reason of his or her being, or related to his or her status as, a Director or
officer of the corporation or of any other organization, which other
organization he or she serves or has served as director or officer at the
request of the corporation (whether or not he or she continues to be an officer
or Director of the corporation or such other organization at the time such
action, suit or proceeding is brought or threatened), unless such
indemnification is prohibited by the Business Corporation Law of the
Commonwealth of Massachusetts. The foregoing right of indemnification shall be
in addition to any rights to which any such person may otherwise be entitled and
shall inure to the benefit of the executors or administrators of each such
person. The corporation may pay the expenses incurred by any such person in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit, or proceeding, upon receipt of an undertaking
by such person to repay such payment if it is determined that such person is not
entitled to indemnification hereunder. This section shall not affect any rights
to indemnification to which corporate personnel other than Directors and
officers may be entitled by contract or otherwise under law. This section shall
be subject to amendment or repeal only by action of the stockholders, and any
such amendment or repeal shall not affect the rights arising hereunder prior to
the effective date of the amendment or repeal.


                                   ARTICLE VI
                                   ----------
                            Miscellaneous Provisions
                            ------------------------

     1. FISCAL YEAR. Except as from time to time otherwise determined by the
Directors, the fiscal year of the corporation shall be the twelve (12) months
ending the last day of September. Following any change in the fiscal year
previously adopted, a certificate of such change, signed under the penalties of
perjury by the Clerk or an Assistant Clerk, shall be filed forthwith with the
state secretary.

     2. SEAL. The seal of this corporation shall, subject to alteration by the
Directors, bear its name, the word "Massachusetts", and the year of its
incorporation.
<PAGE>   12
                                      -12-

     3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts,
bonds, notes and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the President, any Vice
President or the Treasurer except as the Directors may generally or in
particular cases otherwise determine.

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

     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 Massachusetts at the principal office of the corporation or at
an office of its transfer agent or of the Clerk or of its resident agent. Said
copies and records need not all be kept in the same office. They shall be
available at all reasonable times to the inspection of any stockholder for any
proper purpose but not to secure a list of stockholders or other information for
the purpose of selling said 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.

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

     7. AMENDMENTS. These By-laws, to the extent provided in these By-laws, may
be amended or repealed, in whole or in part, and new By-laws adopted either (a)
by the stockholders at any meeting of the stockholders by the affirmative vote
of the holders of at least a majority in interest of the capital stock present
and entitled to vote, provided that notice of the proposed amendment or repeal
or of the proposed making of new By-laws shall have been given in the notice of
such meeting, or (b) if so authorized by the Restated Articles of Organization,
by the Board of Directors at any meeting of the Board by the affirmative vote of
a majority of the Directors then in office, but no amendment or repeal of a
By-law shall be voted by the Board of Directors and no new By-law shall be made
by the Board of Directors which alters the provisions of these By-laws with
respect to removal of Directors, or the election of committees by Directors and
the delegation of powers thereto, nor shall the Board of Directors make, amend
or repeal any provision of the By-laws which by law, the Restated Articles of
Organization or the By-laws requires action by the stockholders. Not later than
the time of giving notice of the meeting of stockholders next following the
making, amending, or repealing by the Directors of any By-law, notice thereof
stating the substance of such change shall be given to all stockholders entitled
to vote on amending the By-laws. Any By-law or amendment of a By-law made the
Board of Directors may be amended or repealed by the stockholders by affirmative
vote as above provided in this Section 7.

<PAGE>   13
                                      -13-

     8. 1987 MASSACHUSETTS CONTROL SHARE ACQUISITION ACT. The 1987 Massachusetts
Control Share Acquisition Act, Chapter 110D of the Massachusetts General Laws,
as it may be amended from time to time, shall not apply to the corporation.