EXHIBIT 2 TO
PROXY STATEMENT

Sections 85-98 of Chapter 156B
Massachusetts General Laws Annotated


Section85.Dissenting stockholder; right to demand payment for
stock; exception.

     A stockholder in any corporation organized under the laws of
Massachusetts which shall have duly voted to consolidate or merge
with another corporation or corporations under the provisions of
sections seventy-eight or seventy-nine who objects to such
consolidation or merger may demand payment for his stock from the
resulting or surviving corporation and an appraisal in accordance
with the provisions of sections eighty-six to ninety-eight,
inclusive, and such stockholder and the resulting or surviving
corporation shall have the rights and duties and follow the
procedure set forth in those sections. This section shall not apply
to the holders of any shares of stock of a constituent corporation
surviving a merger if, as permitted by subsection (c) of section
seventy-eight, the merger did not require for its approval a vote
of the stockholders of the surviving corporation.

Section86.    Selections applicable to appraisal; prerequisites.

     If a corporation proposes to take a corporate action as to
which any section of this chapter provides that a stockholder who
objects to such action shall have the right to demand payment for
his shares and an appraisal thereof, sections eighty-seven to
ninety-eight, inclusive, shall apply except as otherwise
specifically provided in any section of this chapter. Except as
provided in sections eighty-two and eighty-three, no stockholder
shall have such right unless (1) he files with the corporation
before the taking of the vote of the shareholders on such corporate
action, written objection to the proposed action stating that he
intends to demand payment for his shares if the action is taken and
(2) his shares are not voted in favor of the proposed action.

Section87.    Statement of rights of objecting stockholders in
notice of meeting; form.

     The notice of the meeting of stockholders at which the
approval of such proposed action is to be considered shall contain
a statement of the rights of objecting stockholders. The giving of
such notice shall not be deemed to create any rights in any
stockholder receiving the same to demand payment for his stock, and
the directors may authorize the inclusion in any such notice of a
statement of opinion by the management as to the existence or non-
existence of the right of the stockholders to demand payment for
their stock on account of the proposed corporate action. The notice
may be in such form as the directors or officers calling the
meeting deem advisable, but the following form of notice shall be
sufficient to comply with this section:
     

     "If the action proposed is approved by the stockholders at the
meeting and effected by the corporation, any stockholder (1) who
files with the corporation before the taking of the vote on the
approval of such action, written objection to the proposed action
stating that he intends to demand payment for his shares if the
action is taken and (2) whose shares are not voted in favor of such
action has or may have the right to demand in writing from the
corporation (or, in the case of a consolidation or merger, the name
of the resulting or surviving corporation shall be inserted),
within twenty days after the date of mailing to him of notice in
writing that the corporate action has become effective, payment for
his shares and an appraisal of the value thereof. Such corporation
and any such stockholder shall in such cases have the rights and
duties and shall follow the procedure set forth in sections 88 to
98, inclusive, of chapter 156B of the General Laws of
Massachusetts."

Section88.    Notice of effectiveness of action objected to.

     The corporation taking such action, or in the case of a merger
or consolidation the surviving or resulting corporation, shall,
within ten days after the date on which such corporate action
became effective, notify each stockholder who filed a written
objection meeting the requirements of section eighty-six and whose
shares were not voted in favor of the approval of such action, that
the action approved at the meeting of the corporation of which he
is a stockholder has become effective. The giving of such notice
shall not be deemed to create any rights in any stockholder
receiving the same to demand payment for his stock. The notice
shall be sent by registered or certified mail, addressed to the
stockholder at his last known address as it appears in the records
of the corporation.

Section89.    Demand for payment; time for payment.

     If within twenty days after the date of mailing of a notice
under subsection (e) of section eighty-two, subsection (f) of
section eighty-three, or section eighty-eight, any stockholder to
whom the corporation was required to give such notice shall demand
in writing from the corporation taking such action, or in the case
of a consolidation or merger from the resulting or surviving
corporation, payment for his stock, the corporation upon which such
demand is made shall pay to him the fair value of his stock within
thirty days after the expiration of the period during which such
demand may be made.

Section90.    Demand for determination of value; bill in equity;
venue.

     If during the period of thirty days provided for in section
eighty-nine the corporation upon which such demand is made and any
such objecting stockholder fail to agree as to the value of such
stock, such corporation or any such stockholder may within four
months after the expiration of such thirty-day period demand a
determination of the value of the stock of all such objecting
stockholders by a bill in equity filed in the superior court in the
county where the corporation in which such objecting stockholder
held stock had or has its principal office in the commonwealth.


Section91.    Parties to suit to determine value; service.

     If the bill is filed by the corporation, it shall name as
parties respondent all stockholders who have demanded payment for
their shares and with whom the corporation has not reached
agreement as to the value thereof. If the bill is filed by a
stockholder, he shall bring the bill in his own behalf and in
behalf of all other stockholders who have demanded payment for
their shares and with whom the corporation has not reached
agreement as to the value thereof, and service of the bill shall be
made upon the corporation by subpoena with a copy of the bill
annexed. The corporation shall file with its answer a duly verified
list of all such other stockholders, and such stockholders shall
thereupon be deemed to have been added as parties to the bill. The
corporation shall give notice in such form and returnable on such
date as the court shall order to each stockholder party to the bill
by registered or certified mail, addressed to the last known
address of such stockholder as shown in the records of the
corporation, and the court may order such additional notice by
publication or otherwise as it deems advisable. Each stockholder
who makes demand as provided in section eighty-nine shall be deemed
to have consented to the provisions of this section relating to
notice, and the giving of notice by the corporation to any such
stockholder in compliance with the order of the court shall be a
sufficient service of process on him. Failure to give notice to any
stockholder making demand shall not invalidate the proceedings as
to other stockholders to whom notice was properly given, and the
court may at any time before the entry of a final decree make
supplementary orders of notice.

Section92.    Decree determining value and ordering payment;
valuation date.

     After hearing the court shall enter a decree determining the
fair value of the stock of those stockholders who have become
entitled to the valuation of and payment for their shares, and
shall order the corporation to make payment of such value, together
with interest, if any, as hereinafter provided, to the stockholders
entitled thereto upon the transfer by them to the corporation of
the certificates representing such stock if certificated or, if
uncertificated, upon receipt of an instruction transferring such
stock to the corporation. For this purpose, the value of the shares
shall be determined as of the day preceding the date of the vote
approving the proposed corporate action and shall be exclusive of
any element of value arising from the expectation or accomplishment
of the proposed corporate action.

Section93.    Reference to special master.

     The court in its discretion may refer the bill or any question
arising thereunder to a special master to hear the parties, make
findings and report the same to the court, all in accordance with
the usual practice in suits in equity in the superior court.

Section94.    Notation on stock certificates of pendency of bill.

     On motion the court may order stockholder parties to the bill
to submit their certificates of stock to the corporation for the
notation thereon of the pendency of the bill and may order the
corporation to note such pendency in its records with respect to
any uncertificated shares held by such stockholder parties, and may
on motion dismiss the bill as to any stockholder who fails to
comply with such order.


Section95.    Costs; interest.

     The costs of the bill, including the reasonable compensation
and expenses of any master appointed by the court, but exclusive of
fees of counsel or of experts retained by any party, shall be
determined by the court and taxed upon the parties to the bill, or
any of them, in such manner as appears to be equitable, except that
all costs of giving notice to stockholders as provided in this
chapter shall be paid by the corporation. Interest shall be paid
upon any award from the date of the vote approving the proposed
corporate action, and the court may on application of any
interested party determine the amount of interest to be paid in the
case of any stockholder.

Section96.    Dividends and voting rights after demand for payment.

     Any stockholder who has demanded payment for his stock as
provided in this chapter shall not thereafter be entitled to notice
of any meeting of stockholders or to vote such stock for any
purpose and shall not be entitled to the payment of dividends or
other distribution on the stock (except dividends or other
distributions payable to stockholders of record at a date which is
prior to the date of the vote approving the proposed corporate
action) unless:

     (1) A bill shall not be filed within the time provided in
section ninety;

     (2) A bill, if filed, shall be dismissed as to such
stockholder; or

     (3) Such stockholder shall with the written approval of the
corporation, or in the case of a consolidation or merger, the
resulting or surviving corporation, deliver to it a written
withdrawal of his objections to and an acceptance of such corporate
action.

     Notwithstanding the provisions of clauses (1) to (3),
inclusive, said stockholder shall have only the rights of a
stockholder who did not so demand payment for his stock as provided
in this chapter.

Section97.    Status of shares paid for.

     The shares of the corporation paid for by the corporation
pursuant to the provisions of this chapter shall have the status of
treasury stock, or in the case of a consolidation or merger the
shares or the securities of the resulting or surviving corporation
into which the shares of such objecting stockholder would have been
converted had he not objected to such consolidation or merger shall
have the status of treasury stock or securities.

Section98.    Exclusive remedy; exception.

     The enforcement by a stockholder of his right to receive
payment for his shares in the manner provided in this chapter shall
be an exclusive remedy except that this chapter shall not exclude
the right of such stockholder to bring or maintain an appropriate
proceeding to obtain relief on the ground that such corporate
action will be or is illegal or fraudulent as to him.