FEDERAL INDENTIFICATION
                                                      NO. ______04-2640942______


                        The Commonwealth of Massachusetts
------------
Examiner                      William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512


                              ARTICLES OF AMENDMENT
                    (General Laws, Chapter 156B, Section 72)

------------
Name
Approved
             We, ________________W. Patrick Decker_______________, * President/

             and ________________Paul A. Lacy______________________,  *Clerk/

             of _______________Kronos Incorporated_____________________________,
                           (Exact name of corporation)

             located at ______400 Fifth Avenue, Waltham, MA 02154______________,
                       (Street address of corporation in Massachusetts)

           certify that these Articles of Amendment affecting articles numbered:

             _____________________________3____________________________________
                (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

             of the Articles of Organization were duly adopted at a meeting held
             on January 30, 19 98, by vote of:

             7,017,025 shares of Common Stock of 8,207,008  shares outstanding,
             ---------           ------------    ----------
                                (type, class & series, if any)
C  ___
   ___       _________ shares of _________ of __________ shares outstanding, and
P  ___                          (type, class & series, if any)
   ___           
M  ___       _________ shares of _________ of __________ shares outstanding,
   ___                          (type, class & series, if any)
R.A___           
             1**being at least a majority of each type, class or series
                outstanding and entitled to vote thereon:/and of each type,class
                or series of stock whose rights are adversely affected thereby:


             *Delete the inapplicable words.   **Delete the inapplicable clause.
             1 For amendments adopted pursuant to Chapter 156B, Section 70.
             2 For amendments adopted pursuant to Chapter 156B, Section 71.
             Note:  If the space provided under any article or item on this form
             is insufficient, additions shall be set forth on one side only of 
             separate 8 1/2 x 11 sheets of paper with a left margin of at least 
             1 inch.  Additions to more than one article may be made on a 
_______      single sheet so long as each article requiring each addition 
P.C.         is clearly indicated.


<PAGE>


To change the number of shares and the par value (if any) of any type,  class or
series of stock  which  the  corporation  is  authorized  to issue,  fill in the
following:

The total presently authorized is:

--------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS                     WITH PAR VALUE STOCKS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TYPE       NUMBER OF SHARES      TYPE         NUMBER OF SHARES         PAR VALUE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common:                          Common:      12,000,000               $  .01
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Preferred:                       Preferred:    1,000,000               $ 1.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Change the total authorized to:

--------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS                      WITH PAR VALUE STOCKS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TYPE       NUMBER OF SHARES       TYPE         NUMBER OF SHARES        PAR VALUE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common:                           Common:      20,000,000              $  .01
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Preferred:                        Preferred:    1,000,000              $ 1.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>


The  foregoing  amendment(s)  will  become  effective  when  these  Articles  of
Amendment are filed in accordance  with General  Laws,  Chapter 156B,  Section 6
unless  these  articles  specify,  in  accordance  with  the vote  adopting  the
amendment,  a later  effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

Later effective date: ________________________________.


     SIGNED UNDER THE PENALTIES OF PERJURY, this 10th day of February , 19 98 ,
S/       W. Patrick Decker
___________________________________________________________________, *President/


S/       Paul Lacy
____________________________________________________________________,  *Clerk/.

*Delete the inapplicable words.



<PAGE>


                             THE COMMONWEALTH OF MASSACHUSETTS

                                   ARTICLES OF AMENDMENT
                          (General Laws, Chapter 156B, Section 72)


                 ===============================================================

                 I hereby  approve the within  Articles of  Amendment  and,  the
                 filing  fee in amount of $  8,000.00  having  been  paid,  said
                 articles are deemed to have been filed with me this 20th day of
                 February__ 19 98.


                 Effective date: _____________________________________________



                            S/William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth






                         TO BE FILLED IN BY CORPORATION
                      Photocopy of document to be sent to:

                             Sally Wallace, Esq.___

                             Kronos Incorporated___

                              400 Fifth Avenue_____

                              Waltham, MA 02154____



<PAGE>

                        The Commonwealth of Massachusetts

                             MICHAEL JOSEPH CONNOLLY
                               Secretary of State
                                                         Federal Identification
             ONE ASHBURTON PLACE, BOSTON, MASS. 02108    No. 04-2640942
                                                         --------------   
                        RESTATED ARTICLES OF ORGANIZATION

                     General Laws, Chapter 156B, Section 74


     This  certificate  must be submitted to the  Secretary of the  Commonwealth
within  sixty  days  after  the date of the vote of  stockholders  adopting  the
restated  articles  or  organization.  The fee for filing  this  certificate  is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
                                 ----------

We,      Mark S. Ain                                           , President/and
         Paul A. Lacy                                          , Clerk of

 . . . . . . . . . . . . . . Kronos Incorporated . . . . . . . . . . . . . . . .
                           (Name of Corporation)

located at . . . 62 Fourth Avenue, Waltham, MA  02154 . . . . . . . . . . . . .

do hereby certify that the following restatement of the articles of

organization of the corporation was duly adopted at a meeting held on April 16,

1992, by vote of . . 1,127,890 . . shares of ..Common  Stock . . . . . . out of
                                              (Class of Stock)
1,234,798 . . shares outstanding, .20,152.. shares of . Series A. Preferred 
                                                        (Class of Stock)    
Stock . out of . 21,855 . shares outstanding, and  . . . . . . . shares of . . .

 . . . . . . .  out  of . . . . . . . . . . . . . . . . .  shares outstanding,

being at least  two-thirds of each class of stock outstanding and entitled to 
vote and of each class or series of stock adversely affected thereby: -

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

              Kronos Incorporated


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

              See Page 2A attached hereto.



Note:  If the  space  provided  under  any  article  or  item  on  this  form is
insufficient,  additions  shall be set  forth on  separate  8 1/2 x 11 sheets of
paper  leaving a left hand margin of at least 1 inch for  binding.  Additions to
more than one article may be continued on a single sheet so long as each article
requiring each such addition is clearly indicated.

<PAGE>


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

                     WITHOUT PAR                        WITH PAR VALUE
                     -----------                        --------------         
CLASS OF STOCK       NUMBER OF SHARES        NUMBER OF SHARES       PAR VALUE
--------------       ----------------        ----------------       ---------

Preferred                                        1,000,000              $1.00

Common                                          12,000,000              $ .01


     *4. If more  than one class is  authorized,  a  description  of each of the
different  classes  of stock  with,  if any,  the  preferences,  voting  powers,
qualifications,  special  or  relative  rights or  privileges  as to each  class
thereof and any series now established:

              See Pages 4A through 4M attached hereto.




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

              None




     *6. Other lawful provisions,  if any, for the conduct and regulation of the
business and affairs of the corporation,  for its voluntary dissolution,  or for
limiting,  defining,  or  regulating  the powers of the  corporation,  or of its
directors or stockholders, or of any class of stockholders:

              See Pages 6A through 6G attached hereto.






*If there are no such provisions, state "None".

<PAGE>


Article 2
---------
Purposes

         (a) to  develop,  manufacture  and market  electrical,  electronic  and
mechanical  products of any kind, and to conduct research in connection with any
of the foregoing.

         (b) to carry on any  manufacturing,  mercantile,  selling,  management,
service or other business,  operation or activity which may be lawfully  carried
on by a  corporation  organized  under  the  Business  Corporation  Law  of  The
Commonwealth  of  Massachusetts,  whether or not related to those referred to in
the foregoing paragraph.




                                      -2A-

<PAGE>


                              Continuation Sheet 4A
                              ---------------------

                                    ARTICLE 4

                      PROVISIONS RELATING TO CAPITAL STOCK

         The capital stock of the  Corporation  shall consist of (i)  12,000,000
shares of Common Stock,  $.01 par value per share and (ii)  1,000,000  shares of
preferred stock, $1.00 par value per share,  issuable in one or more series (the
"Series Preferred  Stock"),  of which 21,855 shares shall be designated Series A
Cumulative Convertible Preferred Stock (the "Series A Preferred").

SERIES PREFERRED STOCK AND COMMON STOCK
---------------------------------------

         1. The shares of Series Preferred Stock may be issued from time to time
in one or more series.  To the extent not inconsistent with the other provisions
of this  Article  4, the Board of  Directors  is  authorized  to  establish  and
designate the different series,  and to fix and determine the variations and the
relative rights and preferences  among the different  series,  provided that all
shares of Series  Preferred  Stock shall be identical  except for  variations so
fixed and  determined  among the  different  series to the extent  permitted  by
Massachusetts  General Laws,  Chapter 156B, Section 26 and any successor to that
Section.

         2. The preferences, voting powers, qualifications,  special or relative
rights or  privileges of the Common Stock,  the Series  Preferred  Stock and the
Series A Preferred are as follows:

                  (a) Liquidation Preference. Upon any liquidation,  dissolution
         or winding up of this Corporation, whether voluntary or involuntary and
         after  provision  for the  payment of  creditors,  the  holders of each
         series  of  Series  Preferred  Stock  shall  be  entitled,  before  any
         distribution  or payment is made upon any shares of Common Stock, to be
         paid the amount fixed and determined by the Board of Directors for such
         series  plus  (except as  otherwise  provided  for any series of Series
         Preferred  Stock) an amount equal to  dividends  accrued to the date of
         payment,  and to no further payment.  Except as otherwise  provided for
         any series of Series  Preferred  Stock, in the event that the assets of
         this  Corporation  available  for  distribution  to  holders  of Series
         Preferred Stock shall be insufficient to permit payment to such holders
         of such amounts,  then all the assets of the Corporation then remaining
         shall be distributed among the series of Series Preferred Stock ratably
         on the basis of the relative aggregate liquidation  preferences of each
         series and,

                                                       -4A-

<PAGE>



         within  each such  series,  ratably  among the holders of the shares of
         such series.  The aggregate amount of payments to be made to holders of
         Series Preferred Stock upon any liquidation,  dissolution or winding up
         of this  Corporation  may be fixed at any amount up to the full  amount
         legally  available for distribution to  stockholders.  After payment in
         full has been made to all holders of Series Preferred Stock,  then, and
         only then, the remaining  assets of this Corporation may be distributed
         to the  holders of Common  Stock.  The  holders of any series of Series
         Preferred   Stock  shall  be  entitled  to   participate  in  any  such
         distribution  to  holders  of  Common  Stock  to the  extent,  if  any,
         specified  for  such  series  by the  Board  of  Directors.  Except  as
         otherwise  provided for any series of Series Preferred  Stock,  neither
         the purchase or redemption by this  Corporation  of shares of any class
         or series of its capital stock in any manner  permitted by the Restated
         Articles  of  Organization,  nor the  merger or  consolidation  of this
         Corporation with or into any other corporation or corporations, nor the
         sale or transfer by this  Corporation of all or any part of its assets,
         shall be deemed to be a liquidation,  dissolution or winding up of this
         Corporation for the purposes of this Article 4.

                  (b) Dividend  Preference.  Holders of Series  Preferred  Stock
         shall be entitled to receive,  when, as and if declared by the Board of
         Directors, out of funds legally available for the purpose, dividends at
         such annual rate or rates, and no more, as are fixed for each series of
         Series Preferred Stock by the Board of Directors, payable in cash or in
         property or in shares of any series of Series  Preferred  Stock,  or in
         Common  Stock,  or  in  any  combination  thereof.  Holders  of  Series
         Preferred  Stock may receive in the  aggregate  dividends  equal to the
         full amount of funds  legally  available  for the payment of dividends.
         Except as otherwise  provided for any series of Series Preferred Stock,
         until all accrued dividends,  if any, on all shares of Series Preferred
         Stock shall have been  declared and set apart for payment,  no dividend
         or distribution  shall be made to holders of Common Stock, other than a
         dividend  payable in Common  Stock of this  Corporation,  nor shall any
         shares of Common Stock be repurchased,  redeemed or otherwise  retired.
         The holders of any series of Series  Preferred  Stock shall be entitled
         to  participate  in any dividend or  distribution  to holders of Common
         Stock to the extent, if any,  specified for such series by the Board of
         Directors.

                  (c)  Voting  Powers and  Qualifications.  Each share of Common
         Stock  shall  entitle  the holder  thereof  to one vote on all  matters
         presented to stockholders.  The holders of Series Preferred Stock shall
         be entitled to vote separately as a class,  or in combination  with the
         holders

                                                       -4B-

<PAGE>



         of Common  Stock as a single  class,  to the  extent  (if any),  and in
         regard to such  matters  and  transactions  (if  any),  as the Board of
         Directors  may  specify in  establishing  any such  series or as may be
         otherwise  required by law.  Matters and  transactions  as to which the
         Board of Directors,  in establishing any series, may specify a separate
         class vote of holders of Series  Preferred  Stock or any series thereof
         may include, without limitation,  the election of a specified number or
         percentage of the directors,  changes in this Corporation's  authorized
         capital stock,  amendments to this  Corporation's  Restated Articles of
         Organization or By-laws,  mergers,  a sale of substantially  all of the
         assets of this Corporation,  and dissolution of this  Corporation.  The
         Board of  Directors  may specify the  percentage  of votes  required to
         approve  any matter or  transaction  requiring  a separate  vote of the
         Series  Preferred  Stock  or any  series  thereof.  As to  matters  and
         transactions as to which the Series Preferred Stock is entitled to vote
         in  combination  with  holders of Common Stock as a single  class,  the
         Board of Directors,  in establishing any such series,  may specify that
         the voting  power of each  share of such  series may be greater or less
         than the voting  power of each  share of Common  Stock,  provided  that
         Series  Preferred Stock shall have no more than ten votes per share, or
         such greater  number as is equivalent to the number of shares of Common
         Stock into which such shares of Series Preferred Stock are convertible.

                  (d)  Additional  Special  or  Relative  Rights or  Privileges.
         Holders  of any  series of Series  Preferred  Stock  shall  enjoy  such
         additional  special or  relative  rights or  privileges  vis-a-vis  the
         holders  of Common  Stock as the  Board of  Directors  (subject  to the
         limitations  imposed  by  this  Article  4) may  specify  in the  votes
         creating  such  series,  including,   without  limitation,   rights  of
         redemption, sinking or purchase fund provisions and conversion rights.

         (e)  Series  A  Preferred.  The  rights,  preferences,  privileges  and
         restrictions  granted to or imposed on the Series A  Preferred  and the
         Common Stock or the holders thereof are as follows:

         1.       Dividends.

                  1.1.  The holders of the Series A Preferred  shall be entitled
         to receive,  out of funds legally available therefor,  dividends at the
         rate of $2.025 per share per annum, payable quarterly beginning on June
         30, 1988 and in preference  and priority to any payment of any dividend
         on any class of stock or series thereof of the Corporation

                                                       -4C-

<PAGE>



         for such year.  The right to such  dividends  on the Series A Preferred
         shall  accrue  and  cumulate  on the  books of this  Corporation  as an
         obligation  of the  Corporation  on a quarterly  basis,  whether or not
         declared,  beginning on July 31, 1987, provided,  however,  that if the
         Series A Preferred is automatically  converted  pursuant to Section 4.2
         hereof  on or  prior  to July 1,  1988,  the  holders  of the  Series A
         Preferred  shall not be entitled to receive any dividends  which, on or
         prior to such date, have accrued pursuant to this section.

                  No  dividend  shall be paid on any  class  of stock or  series
         thereof in any year,  other  than  dividends  payable  solely in Common
         Stock,  until all accrued  dividends have been declared and paid on the
         Series A Preferred.

                  1.2.  Increase in Dividend.  If the Corporation  shall fail to
         pay any dividend when due in  accordance  with this Section 1 or if the
         Corporation  shall fail to make a mandatory  redemption of the Series A
         Preferred in accordance  with Section 7 hereof,  then the rate at which
         dividends  are  payable,  and, if dividends  are not paid,  the rate at
         which they accrue and cumulate, shall be increased by $0.1125 per share
         for each quarter that such  dividend  shall remain  unpaid or that such
         mandatory  redemption  shall  not be made,  and shall be  increased  by
         $0.05625  for  each  successive  quarter;  provided  that  the  maximum
         dividend payable in any quarter shall not exceed $0.8375 per share.

         2.       Liquidation Preference.

                  2.1. In the event of any liquidation,  dissolution, or winding
         up of the Corporation,  either voluntary or involuntary,  distributions
         to the  stockholders of the Corporation  shall be made in the following
         manner:  The  holders of the Series A  Preferred  shall be  entitled to
         receive,  prior and in  preference  to any  distribution  of any of the
         assets or surplus funds of the  Corporation to the holders of any class
         of stock or  series  thereof  of the  Corporation  by  reason  of their
         ownership of such stock,  the amount of $22.50 per share for each share
         of Series A Preferred  then held by them,  and, in addition,  an amount
         equal to all  accrued  but unpaid  dividends  on the Series A Preferred
         held by them.  If the  assets  and  funds  thus  distributed  among the
         holders of the Series A Preferred  shall be  insufficient to permit the
         payment to such holders of the full aforesaid preferential amount, then
         the entire assets and funds of the Corporation so distributed  shall be
         distributed  ratably  among the  holders of the Series A  Preferred  in
         proportion to the aggregate preferential amount of all shares of Series
         A Preferred then held by them bears to the aggregate preferential
                                                       -4D-

<PAGE>



         amount of all shares of Series A Preferred  outstanding  as of the date
         of the  distribution  upon the occurrence of such event.  After payment
         has been made to the  holders  of the  Series A  Preferred  of the full
         amounts to which they shall be  entitled as  aforesaid,  the holders of
         the Common  Stock shall be entitled to share  ratably in the  remaining
         assets,  based on the number of shares of Common  Stock held by each of
         them.

         3. Voting Rights. The holder of each share of Series A Preferred issued
         and  outstanding  shall be entitled to the number of votes per share as
         shall equal the number of shares of Common  Stock into which each share
         of Series A Preferred is then convertible,  and the holders of Series A
         Preferred  shall be  entitled  to vote on all  matters  as to which the
         holders of Common Stock shall be entitled to vote, voting together with
         the holders of Common Stock as a single class. The holder of each share
         of Common  Stock issued and  outstanding  shall be entitled to one vote
         per share of such Common Stock.

         4.  Conversion.  The holders of the Series A Preferred have  conversion
         rights as follows (the "Conversion Rights"):

                  4.1.  Right of  Conversion.  Each share of Series A  Preferred
         shall be convertible  (at the option of the holder thereof) at any time
         after the date of  issuance  at the  office of the  Corporation  or any
         transfer  agent for the Series A Preferred into the number of shares of
         the Common  Stock of the Company  obtained  by  dividing  $22.50 by the
         conversion  price in effect at the time of  conversion,  determined  as
         hereinafter  provided (the "Conversion  Price"). The initial Conversion
         Price shall be $22.50 per share. All calculations  under this Section 4
         shall be made to the nearest cent.

                  4.2.  Automatic  Conversion.  Each share of Series A Preferred
         shall  automatically  be  converted  into shares of Common Stock at the
         then effective Conversion Price, at the option of the Corporation, upon
         the closing of an underwritten public offering pursuant to an effective
         registration  statement  under the  Securities Act of 1933, as amended,
         covering  the  offer and sale of Common  Stock for the  account  of the
         Corporation  to the  public  generally  at a price per share  (prior to
         underwriting  commissions  and offering  expenses) of not less than $35
         per share  (appropriately  adjusted  for any  recapitalizations,  stock
         splits,  stock combinations and stock dividends) in which the aggregate
         proceeds received by the Corporation (after underwriting  discounts and
         commissions) equal or exceed $7,500,000. In the event of such automatic
         conversion of the Series A Preferred, such conversion shall not be
                                                       -4E-

<PAGE>



         deemed to have  occurred  until the  person(s)  entitled to receive the
         Common Stock  issuable  upon such  conversion of Series A Preferred has
         received from the Corporation all accrued and unpaid  dividends owed on
         such person's Series A Preferred.

                  4.3.  Mechanics of Conversion.  No fractional shares of Common
         Stock shall be issued upon conversion of Series A Preferred. In lieu of
         any fractional  shares to which the holder would otherwise be entitled,
         the Corporation shall pay cash equal to such fraction multiplied by the
         then  effective  Conversion  Price.  Before  any  holder  of  Series  A
         Preferred  shall be  entitled  to convert  the same into full shares of
         Common Stock and to receive certificates  therefor,  he shall surrender
         the certificate or certificates therefor,  duly endorsed, at the office
         of the Corporation or of any transfer agent for the Series A Preferred,
         and shall give written notice to the Corporation at such office that he
         elects to convert the same; provided,  however, that in the event of an
         automatic conversion pursuant to Section 4.2, the outstanding shares of
         Series A Preferred shall be converted automatically without any further
         action  by  the   holders  of  such  shares  and  whether  or  not  the
         certificates   representing   such  shares  are   surrendered   to  the
         Corporation  or its  transfer  agent,  and  provided  further  that the
         Corporation shall not be obligated to issue certificates evidencing the
         shares of Common Stock issuable upon such automatic  conversion  unless
         the  certificates  evidencing  such  shares of Series A  Preferred  are
         either  delivered to the  Corporation or its transfer agent as provided
         above,  or the holder  notifies the  Corporation  or its transfer agent
         that such certificates have been lost, stolen or destroyed and executes
         an  agreement   satisfactory   to  the  Corporation  to  indemnify  the
         Corporation  from any  loss  incurred  by it in  connection  with  such
         certificates  provided that nothing  contained herein shall require the
         holder to provide a surety or  indemnity  bond  where the Common  Stock
         issued  is  registered  in the  same  name as the  Series  A  Preferred
         surrendered  for  conversion.   The  Corporation   shall,  as  soon  as
         practicable after such delivery,  or such agreement of  indemnification
         in the case of a lost certificate,  but in no event later than ten (10)
         business  days after such  delivery or  agreement  of  indemnification,
         issue and deliver at such office to such holder of Series A  Preferred,
         a certificate or certificates  for the number of shares of Common Stock
         to which he shall be entitled as aforesaid  and a check  payable to the
         holder in the  amount of any cash  amounts  payable  as the result of a
         conversion into fractional  shares of Common Stock plus all accrued and
         unpaid  dividends on such holder's Series A Preferred.  Such conversion
         shall be deemed to have  been  made  immediately  prior to the close of
         business on the date of
                                                       -4F-

<PAGE>


              such  surrender  of  the  shares  of  Series  A  Preferred  to  be
           converted,  or in the  case  of  automatic  conversion  on  the  date
           immediately  prior to closing of the public  offering  (provided that
           all accrued and unpaid  dividends have been paid prior to such date),
           and the person or persons entitled to receive the shares of Common  
           Stock issuable upon such conversion shall be treated for all purposes
           as the record holder or holders of such shares of Common Stock on 
           such date.

                  Upon  conversion  of only a  portion  of the  number of shares
         covered  by a  certificate  representing  shares of Series A  Preferred
         surrendered for conversion,  the Corporation shall issue and deliver to
         the holder of the  certificate so surrendered  for  conversion,  at the
         expense of the  Corporation,  a new certificate  covering the number of
         shares of Series A Preferred  representing  the unconverted  portion of
         the certificate so surrendered.

                  4.4.   Adjustment  of  Conversion   Price  for   Subdivisions,
         Combinations,  or  Consolidation  of  Common  Stock.  In the  event the
         outstanding shares of Common Stock shall be subdivided (by stock split,
         or  otherwise)  into a greater  number of shares of Common  Stock,  the
         Conversion   Price  then  in  effect  shall,   concurrently   with  the
         effectiveness of such subdivision, be proportionately decreased. In the
         event the  outstanding  shares of Common  Stock  shall be  combined  or
         consolidated, by reclassification or otherwise, into a lesser number of
         shares of Common  Stock,  the  Conversion  Price then in effect  shall,
         concurrently   with   the   effectiveness   of  such   combination   or
         consolidation, be proportionately increased.

                  4.5.  Recapitalizations.  If at any time or from  time to time
         there shall be a  recapitalization  of the Common  Stock  (other than a
         subdivision,  combination  or merger,  consolidation  or sale of assets
         transaction provided for elsewhere herein),  provision shall be made so
         that the holders of the Series A Preferred shall thereafter be entitled
         to receive  upon  conversion  of the Series A  Preferred  the number of
         shares of stock or other  securities  or  property  of the  Company  or
         otherwise,   to  which  a  holder  of  Common  Stock  deliverable  upon
         conversion  would have been entitled on such  recapitalization.  In any
         such case,  appropriate  adjustment shall be made in the application of
         the  provisions  of this  Section 4 with  respect  to the rights of the
         holders of the Series A Preferred after the recapitalization to the end
         that the  provisions  of this  Section 4 (including  adjustment  of the
         Conversion  Price then in effect  and the number of shares  purchasable
         upon  conversion of the Series A Preferred)  shall be applicable  after
         that event in as nearly an equivalent manner as may be practicable.
                                                       -4G-

<PAGE>



                  4.6. No Impairment.  The Company will not, by amendment of its
         Articles   of    Organization    or   through    any    reorganization,
         recapitalization,    transfer   of   assets,   consolidation,   merger,
         dissolution, issue or sale of securities or any other voluntary action,
         avoid or seek to avoid  the  observance  or  performance  of any of the
         terms to be observed or performed hereunder by the Company, but will at
         all  times  in  good  faith  assist  in the  carrying  out  of all  the
         provisions  of this  Section 4 and in the taking of all such  action as
         may be  necessary  or  appropriate  in order to protect the  conversion
         rights of the holders of the Series A Preferred against impairment.

                  4.7.  Reservation of Shares.  The Company agrees that, so long
         as any  share of  Series A  Preferred  shall  remain  outstanding,  the
         Company  shall at all  times  reserve  and keep  available,  free  from
         preemptive rights, out of its authorized capital stock, for the purpose
         of issue upon conversion of the Series A Preferred,  the full number of
         shares of Common Stock then issuable  upon exercise of all  outstanding
         shares of Series A Preferred.

                  4.8. Validity of Shares.  The Company agrees that it will from
         time to time take all such  actions as may be  requisite to assure that
         all shares of Common Stock which may be issued upon  conversion  of any
         share of the Series A Preferred will, upon issuance, be validly issued,
         fully  paid and  non-assessable  and free  from all  taxes,  liens  and
         charges with respect to the issue thereof;  and,  without  limiting the
         generality of the foregoing,  the Company agrees that it will from time
         to time take all such action as may be requisite to assure that the par
         value per share,  if any, of the Common  Stock is at all times equal to
         or less  than  the  then  current  Conversion  Price  of the  Series  A
         Preferred.

                  4.9.  Notice  of  Adjustment.  Upon  each  adjustment  of  the
         Conversion  Price, the Company shall give prompt written notice thereof
         addressed  to the  registered  holder  of each  share  of the  Series A
         Preferred  at the address of such holder as shown on the records of the
         Company,  which notice shall state the Conversion  Price resulting from
         such adjustment and the increase or decrease,  if any, in the number of
         shares  issuable  upon  the  conversion  of  his  shares  of  Series  A
         Preferred, setting forth in reasonable detail the method of calculation
         and the facts upon which such calculation is based.

                  4.10. Notice of Capital Changes.  If at any time:

                        (a) the Company shall declare any dividend or 
                  distribution  payable to the holders of its Common Stock; 

                                      -4H-

<PAGE>



                           (b) the Company shall offer for subscription pro rata
                  to the holders of Common Stock any additional  shares of stock
                  of any class or other rights;

                           (c)   there   shall   be   any    proposed    capital
                  reorganization or reclassification of the capital stock of the
                  Company,  or  consolidation  or merger of the Company with, or
                  sale of all or  substantially  all of its assets  to,  another
                  corporation or business organization; or

                           (d)  there  shall  be  a  voluntary  or   involuntary
                  dissolution, liquidation or winding up of the Company;

         then,  in any one or more of said  cases,  the  Company  shall give the
         registered  holders  of the  Series  A  Preferred  written  notice,  by
         registered  or certified  mail,  of the date on which a record shall be
         taken for such dividend,  distribution  or  subscription  rights or for
         determining  stockholders  entitled  to vote upon such  reorganization,
         reclassification, consolidation, merger, sale, dissolution, liquidation
         or  winding  up and of the date when any such  transaction  shall  take
         place,  as the case may be. Such notice  shall also specify the date as
         of which the holders of Common  Stock of record  shall  participate  in
         such  dividend,  distribution  or  subscription  rights,  or  shall  be
         entitled  to  exchange  their  Common  Stock  for  securities  or other
         property  deliverable  upon  such   reorganization,   reclassification,
         consolidation,  merger, sale, dissolution,  liquidation, or winding up,
         as the case may be. Such written notice shall be given at least 20 days
         prior to the transaction in question and not less than 10 days prior to
         the record date with respect thereto.

                  4.11.  Taxes.  The  Company  will  pay  all  taxes  and  other
         governmental  charges  that may be  imposed  in respect of the issue or
         delivery  of shares of the  Series A  Preferred  or Common  Stock  upon
         conversion of the Series A Preferred.

         5.  Status of  Converted  Stock.  In case any  shares of any  series of
         Series A Preferred shall be converted pursuant to Section 4 hereof, the
         shares so converted  shall be restored to authorized and  undesignated,
         but unissued shares of Series Preferred Stock of the Company.

         6.       Optional Redemption.

                          (a)  The Corporation may, at any time, redeem

                                                       -4I-


<PAGE>


                  any or all  shares  of the  Series A  Preferred  on a pro rata
                  basis. If the Corporation so elects it shall issue a Notice of
                  Redemption (the "Redemption  Notice") to the holders of record
                  of the Series A  Preferred.  The  Redemption  Notice shall set
                  forth the Redemption Date, which shall be at least thirty (30)
                  days after the date of the Notice of Redemption, the number of
                  such holder's shares of Series A Preferred to be redeemed, and
                  the applicable Redemption Amount. The Redemption Amount of the
                  Series A  Preferred  shall be equal to the  product of (a) the
                  number of shares of Series A Preferred of the holder which are
                  subject to redemption multiplied by the sum of (b) $27.00 plus
                  (c) the  aggregate  of all  accrued and unpaid  dividends  per
                  share  but in no  event  shall  the  total  of the  Redemption
                  Amounts  paid to the holders of the Series A Preferred be less
                  than $750,000.  The  Redemption  Date shall be as specified in
                  the Redemption  Notice. The Redemption Amount shall be paid in
                  a lump sum payment on the Redemption Date.

                           (b) The  Corporation  shall  deposit  the  Redemption
                  Amount in an escrow  account with a state or national  bank at
                  least  two (2) days  prior to the  Redemption  Date and  shall
                  notify the holders of the Series A Preferred  of such  deposit
                  immediately thereafter. Failure to make such deposit or notify
                  the holders  shall  invalidate  the  Redemption  Notice and no
                  redemption under this Section 6 may be made until such failure
                  is cured. The holders of the Series A Preferred shall have the
                  right to convert  their  shares  pursuant  to Section 4 at any
                  time prior to the Redemption Date.

                           (c) The Redemption Amount set forth in this Section 6
                  shall be subject to equitable  adjustment whenever there shall
                  occur a stock split, dividend,  combination,  reclassification
                  or other similar event involving the Series A Preferred.

                           (d) Each holder of shares of Series A Preferred to be
                  redeemed   shall   surrender   his  or  her   certificate   or
                  certificates  representing  such shares to the  Corporation at
                  the place designated in the Redemption  Notice,  and thereupon
                  the applicable  Redemption Amount for such shares as set forth
                  in this  Section  6 shall be paid to the  order of the  person
                  whose name appears on such  certificate  or  certificates  and
                  each surrendered certificate shall be cancelled and retired.

                           (e) If any  shares  of  Series  A  Preferred  are not
                  redeemed solely because a holder fails to surrender
                                                       -4J-


<PAGE>


                  the  certificate or certificates  representing  such shares as
                  required  by Section  6(d)  hereof,  then,  from and after the
                  Redemption  Date, and except for the right to receive  payment
                  under  this  Section  6, such  shares  of  Series A  Preferred
                  thereupon  subject to redemption  shall not be entitled to any
                  further right as Series A Preferred, including but not limited
                  to the conversion provisions set forth in Section 4 hereof.

                           7.       Mandatory Redemption.

                           (a) On August 31, 1991 the  Corporation  shall redeem
                  fifty  percent  (50%)  of all of the  shares  of the  Series A
                  Preferred  then   outstanding  and  on  August  31,  1992  the
                  Corporation shall redeem the balance of the shares of Series A
                  Preferred  (the date on which such shares are  redeemed by the
                  Corporation  referred to herein as the  "Mandatory  Redemption
                  Date").  The  redemption  price  for each  share  of  Series A
                  Preferred  redeemed pursuant to this Section 7 shall be $22.50
                  per share plus all accrued and unpaid dividends on such share,
                  whether or not earned or  declared,  up to and  including  the
                  date  fixed for  redemption  (the  "Redemption  Price").  Each
                  redemption  of  Series A  Preferred  shall be made so that the
                  number of shares of Series A Preferred held by each registered
                  owner shall be reduced in an amount  which shall bear the same
                  ratio to the total  number of shares of the Series A Preferred
                  being  so  redeemed  as the  number  of  shares  of  Series  A
                  Preferred  then  held by such  registered  owner  bears to the
                  aggregate   number  of  shares  of  Series  A  Preferred  then
                  outstanding.

                           (b) The Redemption  Price set forth in this Section 7
                  shall be subject to equitable  adjustment whenever there shall
                  occur a stock split, dividend,  combination,  reclassification
                  or other similar event involving the Series A Preferred.

                           (c) At least 45 days before any Mandatory  Redemption
                  Date pursuant to Section  7(a),  written  notice  (hereinafter
                  referred to as the  "Mandatory  Redemption  Notice")  shall be
                  mailed,  postage  prepaid,  to each  holder  of  record of the
                  Series A  Preferred  which is to be  redeemed,  at its address
                  shown on the records of the  Corporation;  provided,  however,
                  that the holders of Series A Preferred shall have the right to
                  covert their shares pursuant to Section 4 at any time prior to
                  the Mandatory  Redemption Date;  provided,  further,  that the
                  Corporation's failure to give such Mandatory Redemption Notice
                  shall in no way affect its  obligation to redeem the shares of
                  Series A Preferred as provided in Section 7(a) hereof.
                                                       -4K-

<PAGE>



                           (d) Each holder of shares of Series A Preferred to be
                  redeemed   shall   surrender   his  or  her   certificate   or
                  certificates  representing  such shares to the  Corporation at
                  the place designated in the Mandatory  Redemption  Notice, and
                  thereupon the applicable  Redemption  Price for such shares as
                  set forth in this  Section 7 shall be paid to the order of the
                  person whose name appears on such  certificate or certificates
                  and  each  surrendered  certificate  shall  be  cancelled  and
                  retired.

                           (e) If any  shares  of  Series  A  Preferred  are not
                  redeemed  solely  because  a  holder  fails to  surrender  the
                  certificate or certificates  representing such shares pursuant
                  to Section 7, then,  from and after the  Redemption  Date, and
                  except for the right to receive  payment under this Section 7,
                  such  shares  of  Series  A  Preferred  thereupon  subject  to
                  redemption  shall  not be  entitled  to any  further  right as
                  Series  A  Preferred,   including   but  not  limited  to  the
                  conversion provisions set forth in Section 4 hereof.

8. Protective  Provisions.  The Corporation  shall not,  without the affirmative
consent of the holders of shares  representing  at least  662/3% in voting power
(90% in voting  power  with  respect  to  Section  8(b)  below) of the  Series A
Preferred then  outstanding,  acting  separately as one class,  given by written
consent or by vote at a meeting  called for such  purpose for which notice shall
have been given to the holders of the Series A Preferred:

                  (a) in any  manner  authorize,  create,  or issue any class or
         series of capital stock (i) ranking, either as to payment of dividends,
         distribution of assets,  or  redemptions,  prior to or on a parity with
         the Series A Preferred (other than the Series A Preferred  itself),  or
         (ii) that in any  manner  adversely  affects  the  holders  of Series A
         Preferred,  or authorize,  create,  or issue any shares of any class or
         series  or  any  bonds,   debentures,   notes,  or  other   obligations
         convertible  into or  exchangeable  for, or having  optional  rights to
         purchase,  any shares  having any such  preference  or  priority  or so
         adversely affecting the holders of Series A Preferred;

                  (b) in any  manner  alter or change  the  designations  or the
         powers, preferences, or rights, or the qualifications,  limitations, or
         restrictions of the Series A Preferred;

                  (c)  reclassify the shares of Common Stock or any other shares
         of any class or series of capital stock hereafter created junior to the
         Series A Preferred  into shares of any class or series of capital stock
         (i)

                                                       -4L-

<PAGE>



         ranking, either as to payment of dividends,  distribution of assets, or
         redemptions  prior to or on a parity  with the Series A  Preferred,  or
         (ii) that in any manner  otherwise  adversely  affects  the  holders of
         Series A Preferred;

                  (d) sell or otherwise transfer all or substantially all of the
         Corporation's  rights in its technology or  intellectual  property such
         that the Corporation no longer owns or has any right to such technology
         or intellectual property;

                  (e)  merge  or  consolidate   with  or  into,  or  permit  any
         subsidiary   to  merge  with  or  into,   any  other   corporation   or
         corporations,   or  other  entity  or  entities  (in  which  merger  or
         consolidation the shareholders of the Corporation receive distributions
         of cash or securities  of another  issuer as a result of such merger or
         consolidation).









                                                       -4M-


<PAGE>



Article 6____________________________
Other Lawful Provisions

         6.1 The  Corporation  may carry on any business,  operation or activity
referred to in Article 2 to the same extent as might an  individual,  whether as
principal, agent, contractor or otherwise, and either alone or in conjunction or
a joint venture or other arrangement with any corporation,  association,  trust,
firm or individual.

         6.2 The  Corporation  may carry on any business,  operation or activity
through a wholly or partly owned subsidiary.

         6.3 The Corporation may be a partner in any business  enterprise  which
it would have power to conduct by itself.

         6.4 The Board of Directors may make, amend or repeal the By-laws of the
Corporation  in whole or in part,  except with respect to any provision  thereof
which by law or the By-laws  requires action by the  stockholders and subject to
the right of the stockholders  entitled to vote with respect thereto to amend or
repeal  By-laws made by the Board of Directors as provided for in these Restated
Articles of Organization. The affirmative vote of two thirds of the total number
of votes of the then  outstanding  shares of  capital  stock of the  Corporation
entitled to vote  generally in the election of directors,  voting  together as a
single class, shall be required for the adoption, amendment or repeal of By-laws
by the  stockholders  of the  Corporation.  Subject to the  provisions set forth
herein, the Corporation  reserves the right to amend,  alter,  repeal or rescind
any provision contained in these Restated Articles of Organization in the manner
now or hereafter prescribed by law.

         6.5 Meetings of the stockholders may be held anywhere in the United 
States.

         6.6 Except as otherwise  provided by law, no stockholder shall have any
right to examine any  property or any books,  accounts or other  writings of the
Corporation if there is reasonable  ground for belief that such examination will
for any reason be adverse to the interests of the Corporation, and a vote of the
directors refusing permission to make such examination and setting forth that in
the opinion of the directors such  examination  would be to the interests of the
Corporation shall be prima facie evidence that such examination would be adverse
to the interests of the Corporation.  Every such examination shall be subject to
such reasonable regulations as the directors may establish in regard thereto.

         6.7 The  directors  may specify the manner in which the accounts of the
Corporation  shall be kept and may  determine  what  constitutes  net  earnings,
profits and surplus, what amounts, if
                                                       -6A-

<PAGE>



any,  shall be reserved for any corporate  purpose,  and what  amounts,  if any,
shall  be  declared  as  dividends.  Unless  the  Board of  Directors  otherwise
specifies,  the excess of the  consideration  for any share of its capital stock
with par value  issued by it over such par value shall be surplus.  The Board of
Directors may allocate to capital stock less than all of the  consideration  for
any share of its capital stock without par value issued by it, in which case the
balance of such consideration  shall be surplus.  All surplus shall be available
for any corporate purpose, including the payment of dividends.

         6.8 The purchase or other  acquisition or retention by the  Corporation
of shares of its own  capital  stock  shall  not be  deemed a  reduction  of its
capital stock.  Upon any reduction of capital or capital  stock,  no stockholder
shall have any right to demand any distribution from the Corporation,  except as
and to the  extent  that the  stockholders  shall have  provided  at the time of
authorizing such reduction.

         6.9 (a) A director who has a financial,  family or other  interest in a
contract or other  transaction may be counted for purposes of  establishing  the
existence of a quorum at a meeting of the board of directors  (or of a committee
of the board of  directors) at which action with respect to the  transaction  is
taken and may vote to approve the transaction and any related matters.

                  (b) A contract  or other  transaction  in which a director  or
officer has a financial,  family or other interest shall not be void or voidable
for that reason, if any one of the following is met:

                  (1) The  material  facts  as to the  director's  or  officer's
interest  are  disclosed  or are known to the board of directors or committee of
the board of  directors  acting on the  transaction,  and the board or committee
authorizes,  approves or ratifies the transaction by the  affirmative  vote of a
majority  of  the   disinterested   directors  (or,  if  applicable,   the  sole
disinterested  director) on the board of directors or committee, as the case may
be, even though the disinterested directors be less than a quorum; or

                  (2) The  material  facts  as to the  director's  or  officer's
interest  are  disclosed  or are  known  to the  holders  of the  shares  of the
corporation's  capital  stock  then  entitled  to vote for  directors,  and such
holders,  voting such shares as a single class,  by a majority of the votes cast
on the question, specifically authorize, approve or ratify the transaction; or

                  (3) The  transaction  was fair to the  corporation as of the 
time it was entered into by the corporation.
                                                            -6B-


<PAGE>


         A failure to meet any of the requirements in subparagraphs  (1), (2) or
(3) shall not create an inference  that the  transaction is void or voidable for
that reason.

                  (c) The  directors  shall  have the  power to fix from time to
time their own compensation.

         6.10  A  director  of  the  Corporation  shall  not  be  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except to the extent that exculpation from liability is not
permitted under the Massachusetts  Business  Corporation Law as in effect at the
time such liability is determined. No amendment or repeal of this paragraph 6.10
shall apply to or have any effect on the  liability or alleged  liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

         6.11 The  Corporation  shall have all powers granted to Corporations by
the laws of The Commonwealth of Massachusetts, provided that no such power shall
include any  activity  inconsistent  with the  Business  Corporation  Law or the
general laws of said Commonwealth.

         6.12 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 consents shall be
treated for all purposes as a vote at a meeting.

         6.13 In  determining  what he  reasonably  believes  to be in the  best
interests of the Corporation in the  performance of his duties as a director,  a
director may consider,  both in the consideration of tender and exchange offers,
mergers,   consolidations   and  sales  of  all  or  substantially  all  of  the
Corporation's  assets and  otherwise,  such  factors  as the Board of  Directors
determines to be relevant, including, without limitation:

                  (i) the long-term and short-term  interests of the Corporation
and its stockholders, including the possibility that these interests may be best
served by the continued independence of the Corporation;

                  (ii) whether the proposed transaction might violate federal or
state laws;

                  (iii) if applicable,  not only the consideration being offered
in a proposed transaction,  in relation to the then current market price for the
outstanding  capital stock of the Corporation,  but also to the market price for
the capital stock

                                                       -6C-

<PAGE>




of the  Corporation  over a period of years,  the estimated  price that might be
achieved  in a  negotiated  sale of the  Corporation  as a  whole  or in part or
through orderly  liquidation,  the premiums over market price for the securities
of other corporations in similar transactions,  current political,  economic and
other  factors  bearing on  securities  prices and the  Corporation's  financial
condition and future prospects; and

                  (iv) the interests of the Corporation's employees,  suppliers,
creditors  and  customers,  the  economy of the state,  region and  nation,  and
community and societal considerations.

In connection with any such evaluation,  the Board of Directors is authorized to
conduct such investigations and to engage in such legal proceedings as the Board
of Directors may determine.

         6.14  Subject  to the  rights of the  holders of shares of any class or
series  of  Preferred  Stock,  the  Board of  Directors  of the  Corporation  is
authorized  from  time  to time  to  enact  by  resolution,  without  additional
authorization  by  the   stockholders  of  the   Corporation,   By-laws  of  the
Corporation,  in such  form  and with  such  additional  terms  as the  Board of
Directors may  determine,  with respect to the matters of corporate  proceedings
set forth below:

         (a) Regulation of the procedure for  submitting  nominations of persons
to be elected directors,  which shall be made only at a meeting of stockholders,
including  requirements  that  nominations  of persons to be elected  directors,
other than nominations  submitted on behalf of the incumbent Board of Directors,
be (i)  accompanied  by a petition in support of such  nominations  signed by at
least that number of holders of record of that  percentage  of shares of capital
stock of the  Corporation  entitled to vote in the  election of directors as are
specified  in such By-law (but a number of record  holders not greater  than 100
and a percentage of such shares not greater than 1%); and (ii)  submitted to the
clerk or other  designated  officer  or agent of the  Corporation  at least that
number of days before the meeting of the  stockholders at which such election is
to be held as is  specified  in such By-law (but not more than sixty days before
such meeting). The presiding officer of the meeting shall, if the facts warrant,
determine  and  declare  to the  meeting  that a  nomination  was  not  made  in
accordance  with the provisions  prescribed by this paragraph 6.14 or any By-law
adopted  pursuant  hereto,  and if he so determines,  he shall so declare to the
meeting, and the defective nomination shall be disregarded.

         (b) Regulation of business to be conducted at meetings of stockholders,
including  requirements that only such business shall be conducted and only such
proposals  shall be acted upon as are  directed by the Board of  Directors or as
are made by a
                                                       -6D-

<PAGE>



stockholder  who has submitted  notice thereof to the clerk or other  designated
officer  or agent of the  Corporation  at least that  number of days  before the
meeting of  stockholders at which such proposal is to be made as is specified in
such By-law (but not more than sixty days before  such  meeting)  setting  forth
such  proposal,  the  reasons  therefor,  the  identity  of the  stockholder  or
stockholders  making such proposal,  the number of shares of capital stock which
are beneficially  owned by them and any financial  interest of such stockholders
in such  proposal as  specified  in such By-law.  The  presiding  officer of the
meeting shall,  if the facts warrant,  determine and declare to the meeting that
proposed  business or a proposal was not made in accordance  with the provisions
prescribed by this paragraph 6.14 or any By-law adopted pursuant hereto,  and if
he so  determines,  he shall so declare to the  meeting,  and any such  business
shall not be transacted or any such proposal shall be disregarded.

         (c)  Regulation  of the order of business  and  conduct of  stockholder
meetings and the  authority of the  presiding  officer and of the  attendance at
annual or special meetings of the stockholders of the Corporation, including the
limitation of attendance  through a ticket  procedure  pursuant to which persons
who wish to attend such meetings would be required to provide  written notice to
the clerk or other designated  officer or agent of the Corporation at least that
number of days prior to the date of such  meeting  specified in such By-law (but
not more than  thirty days  before  such  meeting) of their  intent to attend in
person,  and the clerk or other  designated  officer or agent of the Corporation
would issue a single  admission  ticket to each holder of shares of the stock of
the  Corporation  entitled to vote at such meeting and to such other  persons as
the Board of  Directors  may direct,  and  admission  to such  meeting  would be
limited to holders of such tickets and officers and  directors  of,  counsel to,
and the auditors of, the Corporation and, to the extent  authorized by the Board
of Directors,  the presiding officer at such meeting,  employees or other agents
of  the  Corporation.  Application  of  any  such  By-law,  if  adopted,  in any
particular case would be permitted to be waived by the presiding officer at such
meeting.

         In the event that any such By-law is adopted pursuant to this paragraph
6.14, such By-law may only be amended or repealed upon the  affirmative  vote of
two thirds of the total number of votes then  outstanding  represented by shares
of capital stock of the  Corporation  entitled to vote generally in the election
of  directors,  voting  together  as a single  class,  at any regular or special
meeting of the  stockholders,  but only if notice of the  proposed  amendment or
repeal was contained in the notice of such meeting.

         6.15(A) After the  consummation  of an initial  public  offering of the
Corporation's common stock registered with the
                                                       -6E-

<PAGE>



Securities and Exchange  Commission (the "Public Offering Time"),  the directors
of the Corporation,  subject to the rights of the holders of shares of any class
or series of Preferred Stock, shall be classified,  with respect to the time for
which they severally hold office,  into three classes, as nearly equal in number
as possible,  as shall be provided in the By-laws of the Corporation,  one class
("Class I") whose term expires at the first annual meeting of stockholders to be
held after the Public  Offering  Time, and another class ("Class II") whose term
expires at the second annual meeting of stockholders to be held after the Public
Offering  Time,  and another class ("Class III") whose term expires at the third
annual meeting of  stockholders  to be held after the Public Offering Time, with
each class to hold office until its successors  are elected and  qualified.  The
classes  shall be  initially  comprised  of  directors  serving  on the Board of
Directors at the Public Offering Time, and the membership of each class shall be
initially  determined  by the Board of  Directors  at such time.  At each annual
meeting of the  stockholders of the Corporation  after the Public Offering Time,
the  date  of  which  shall  be  fixed  by or  pursuant  to the  By-laws  of the
Corporation,  and subject to the rights of the holders of shares of any class or
series of Preferred  Stock,  the successors of the class of directors whose term
expires at that meeting  shall be elected to hold office for a term  expiring at
the annual meeting of stockholders  held in the third year following the year of
their election. Any director elected to fill a newly created directorship or any
vacancy on the Board of Directors resulting from any death, resignation, removal
or other cause shall hold office for the remainder of the full term of the class
of directors in which the new  directorship  was created or the vacancy occurred
and until such director's successor shall have been elected and qualified.

         (B) After the  Public  Offering  Time and  subject to the rights of the
holders of shares of any class or series of  Preferred  Stock,  any  director or
directors may be removed from office at any time, but only for cause and only by
the affirmative vote of 80% of the total number of votes of the then outstanding
shares of capital  stock of the  Corporation  entitled to vote  generally in the
election of directors,  voting  together as a single  class.  Any vacancy in the
Board of  Directors  resulting  from any such removal may be filled by vote of a
majority of the directors then in office,  although less than a quorum,  or by a
sole remaining director,  and any director so chosen shall hold office until the
next  election of the class for which such  director  shall have been chosen and
until such  director's  successor  shall be elected and  qualified or until such
director's  earlier  death,   resignation  or  removal.  For  purposes  of  this
subparagraph  (B),  "cause"  shall  mean the (1)  conviction  of a  felony,  (2)
declaration  of unsound mind by order of court,  (3) gross  dereliction of duty,
(4) commission of an action involving moral  turpitude,  or (5) commission of an
action
                                                       -6F-

<PAGE>




which constitutes  intentional  misconduct or a knowing violation of law if such
action in either event results both in an improper  substantial personal benefit
and a material injury to the Corporation.

         (C) In the event of any increase or decrease in the  authorized  number
of directors,  the newly created or eliminated directorships resulting from such
increase or decrease shall be  apportioned  by the Board of Directors  among the
three  classes of  directors  so as to maintain  such classes as nearly equal as
possible.  No  decreases in the number of  directors  constituting  the Board of
Directors shall shorten the term of any incumbent director.

         6.16 Notwithstanding any other provisions of these Restated Articles of
Organization or the By-laws of the  Corporation  (and  notwithstanding  the fact
that a lesser  percentage may be specified by law,  these  Restated  Articles of
Organization or the By-laws of the Corporation),  the affirmative vote of 80% of
the total number of votes of the then outstanding shares of capital stock of the
Corporation  entitled to vote  generally  in the election of  directors,  voting
together as a single class shall be required to amend or repeal, or to adopt any
provision  inconsistent  with the purpose or intent of paragraphs 6.4, 6.9, 6.10
and 6.13 through 6.16 of Article 6 of these Restated Articles of Organization.













                                                       -6G-


<PAGE>


*We further certify that the foregoing restated articles of organization effect

no amendments to the articles of organization of the corporation as heretofore

amended, except amendments to the following articles ....2,.3,.4.&.6............

 ................................................................................
(*If there are no such amendments, state "None")


                                    Briefly describe amendments in space below:

Article 2

         The  language  describing  the  purposes  of the  corporation  has been
revised to delete paragraphs (c) and (d). Said paragraphs (c) and (d) now appear
as paragraphs 6.2 and 6.1 respectively of Article 6.

Article 3

         The amount of  authorized  capital  stock of the  corporation  has been
increased to an aggregate of (i)  12,000,000  shares of Common  Stock,  $.01 par
value per share, and (ii) 1,000,000  shares of Preferred Stock,  $1.00 par value
per share.

Article 4

         The  capitalization  of the  corporation  has been  amended so that the
number of authorized  shares of (i) Common Stock,  $.01 par value per share, has
been  increased from  2,500,000  shares to 12,000,000  shares and (ii) Preferred
Stock,  $1.00 par value per share,  has been  increased  from 250,000  shares to
1,000,000 shares.

         The voting  rights that the Board of Directors  may grant to any series
of the  Corporation's  Preferred  Stock,  $1.00 par value per  share,  have been
increased from one (1) vote per share to up to ten (10) votes per share.

         Paragraph 5 of the  Certificate  of  Designation of Series A Cumulative
Convertible  Preferred  Stock has been amended to clarify that converted  shares
revert to the status of authorized and undesignated,  but unissued shares of the
corporation's Preferred Stock, $1.00 par value per share.

Article 6

         New  provisions  have  been  added  to  Article  6  and  some  existing
provisions have been revised.  New provisions added, include but are not limited
to,  provisions  relating to (i)  stockholder  action by written  consent,  (ii)
interested   transactions,   (iii)  a  staggered   board  of   directors,   (iv)
supermajority  voting requirements to amend certain provisions of these Restated
Articles of Organization and (v) the ability of the  corporation's  directors to
consider special factors when evaluating corporate action.

     IN WITNESS  WHEREOF  AND UNDER THE  PENALTIES  OF  PERJURY,  we have hereto
signed our names this 11th day of May in the year 19 92.


 ........................../S/ Mark S. Ain............................. President

 ........................../S/ Paul A. Lacy................................ Clerk