CAPITOL TRANSAMERICA CORPORATION
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                                     BY-LAWS
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                                     OFFICES

     1.  The  principal office of this corporation above named, shall be located
in  the  City  of  Madison,  Wisconsin,  or  as  designated from time to time by
resolution of the directors; the corporation may have such other offices, either
within  or  without  the  State  of  Wisconsin,  as  the  Board of Directors may
designate  from  time  to  time.

                             MEETING OF STOCKHOLDERS

     2.  All meetings of the stockholders for the election of directors shall be
held at the principal office of the corporation or at such place in Wisconsin as
shall  be  designated  in  the  notice  of the meeting.  Special meetings of the
stockholders for any other purpose may be held at such place within Wisconsin as
shall  be  stated  in  the  notice  of  the  meeting.
     3.  The annual meeting of the shareholders shall be held on such day in May
or  June  (the  "period")  and at such hour as the President shall direct in the
notice,  or  if he does not act before the midpoint in such period, at such hour
as  the  Board of Directors shall determine, when they shall elect by a majority
vote  a  Board of Directors, and transact such other business as may properly be
brought  before the meeting.  Any Director may be removed for cause (either as a
director,  officer,  or  both  and his remuneration terminated) by the vote of a
majority of all of the stock outstanding and entitled to vote, at any regular or
special  meeting  providing  that  in the notice of the meeting, the Director is
named  and  the  fact  of his proposed removal stated, and on or attached to the
copy  going  to said Director, the cause or causes are specified.  "Cause" shall
be  as  defined  in  By-Law  #27.
     4.  The  holders  of  a  majority  of  the stock issued and outstanding and
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entitled  to  vote,  present in person or represented by proxy, is requisite and
shall  constitute  a  quorum  at  all  meetings  of  the  stockholders  for  the
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transaction  of business, except as otherwise provided by law or by the Articles
or  By-Laws.  If  such quorum shall not be present or represented, a majority of


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those present entitled to vote in person or by proxy shall have power to adjourn
the  meeting  from  time  to time, without notice other than announcement at the
meeting,  until  a  quorum  shall be present at such adjourned meeting, at which
meeting  any  business may be transacted which might have been transacted at the
meeting  as originally notified.  By like vote the meeting may also be adjourned
to  such date, place and hour as the President, or the Board, may later state in
a  notice of adjourned meeting to be issued by the President or Secretary to all
stockholders entitled to vote, not less than five days before the date stated in
the  notice  for  such  adjourned  meeting.
     5.  a.  At  every  meeting  of  the  stockholders  and at every election of
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directors,  every  stockholder  shall  be  entitled to one vote in person (or by
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proxy, appointed by an instrument in writing subscribed by such stockholder) for
each  share  of  common  stock  having  voting  power  held and owned by him and
registered  in  his  name  on  the  books  of the corporation at the date of the
closing  of  the transfer books for said meeting.  No proxy shall be valid after
three  (3)  months  from the date of its execution, unless otherwise provided in
the  proxy.
     In  instances  where  more  than  one  person  is  registered  as having an
ownership  interest  in shares represented by a certificate for voting shares of
this  corporation,  whether the interest be in joint tenancy, tenancy in common,
or  otherwise,  the  corporation  will deem valid any proxy signed by any one or
more of the owners, and the corporation will issue notices in the name of all of
the  owners  named  in the certificate but will mail same only to the address of
the  first owner named in the certificate, unless the corporation has previously
received  from  the  owners,  a  notice  signed by all, establishing a different
standard.  In  the  case  of  a  proxy signed by one or more (but not all of the
owners),  a non-signing owner may notify the corporation, prior to use of proxy,
that  he  disowns  the  proxy,  and  the  notice  will  be  honored.
     5.  b.  If  deemed  advisable by the Board of Directors with respect to any
particular meeting of the stockholders, the Secretary shall mail, or cause to be
mailed,  to  each  stockholder  a form of written proxy for use at such meeting,
which  form  of  proxy  shall  name  as proxy one person or a committee of three
designated  by  the  Board of Directors and shall contain a blank space in which
the  stockholder may designate some other person or persons as proxy in place of
such  Proxy Committee. Where the proxy is a committee, it may be voted by one or
more  of the proxies so named, if present, and if the proxies so named disagree,


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then  the  vote shall be recorded as indicated by the majority of the proxies so
present  and voting, and if no majority can agree, then no vote shall be cast by
such  proxy.  All  proxies  shall  be checked and verified by the Secretary, who
shall  certify  to the proxies on file with him at the opening of each annual or
special  meeting of the stockholders of this Company, and such certificate shall
be conclusively deemed to be correct unless some stockholder shall file specific
objections  to  some one or more, in which event the objection shall be disposed
of by the stockholders present at such meeting in person and by the stockholders
represented  at  such  meeting  by  uncontested proxy in such manner as they may
there  vote,  one  vote  per  share.
     6.  A notice of the annual meeting of stockholders shall be prepared by the
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secretary  not  more than thirty (30) days and not less than ten (10) days prior
to the date set for the annual meeting of stockholders, the secretary shall sign
it,  and  deposit  it in the mail in said period, in an envelope with sufficient
postage  addressed to each stockholder of record on the books of the corporation
on  the  date  of  said mailing, at the respective addresses shown on the books.
     7.  Special meetings of the stockholders for any purpose or purposes, other
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than  those  prohibited  by statute, may be called by resolution of the Board of
Directors or by the President, and shall be called by the President or Secretary
at  the  request in writing of three members of the Board of Directors or at the
request  in  writing  by  stockholders  owning one-fifth in amount of the common
voting  stock  of the company issued and outstanding and entitled to vote.  Such
request  shall  state  the purpose or purposes of the proposed meeting.  If such
notice  shall  not  be given within seven (7) days after delivery or the date of
mailing  such  request  to  the  principal  office  of  the  corporation,  the
stockholders  or  directors  making the request for the meeting may fix the time
and place of meeting and give notice either in the manner provided by law, or in
the  manner  provided  by  these  By-Laws.
     8.  Business  transacted  at  all special meetings shall be confined to the
objects  stated  in  the  call  and  matters  germane  thereto.
     9.  Written  notice  of a special meeting of stockholders stating the time,
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place  and  purpose  or  purposes shall be mailed postage prepaid, not more than
twenty  (20) days, and not less than five (5) days (except as otherwise required
by  law)  before  the  meeting  to each stockholder entitled to vote thereat, of
record  as  a stockholder on the company records on the date of mailing, at such
address  as  shall  appear  on  the  books  of  the  company.


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     10.  Waiver  of notice: (1) When all the stockholders shall be present at a
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meeting,  however  notified,  and shall sign a written consent to the holding of
such  meeting,  they  may  transact  any  business  at  such meeting which could
lawfully  be  transacted at any meeting of the stockholders regularly called and
notified.  (2)  The  attendance of a stockholder at a meeting shall constitute a
waiver  of  notice  of  such meeting (and a waiver of the right to object to the
form  in  which  any  notice  received  was  given) except where the stockholder
objects  thereat,  in  person  or  by representative, to the transactions of any
business  because  the  meeting  is  not  lawfully  called  or  convened.
     10.  a.  For  the purpose of determining stockholders entitled to notice or
to  vote  at  any  regular or special meeting or stockholders of any adjournment
thereof,  or  stockholders  entitled  to  receive payment of any dividend, or in
order  to make a determination of stockholders for any other proper purpose, the
Board  of Directors of the corporation may provide that the stock transfer books
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shall  be  closed  for a stated period but not in any case to exceed thirty (30)
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days.
     10.  b.  If  the  stock  transfer  books shall be closed for the purpose of
determining  stockholders  entitled to notice of or to vote at a regular meeting
of  stockholders  such  books  shall  be  closed  for  at  least  ten  (10) days
immediately  preceeding  such  meeting.  In  lieu  of closing the stock transfer
books,  the  Board of Directors may fix in advance a date as the record date for
any  such  determination  of  stockholders, such date in any case to be not more
than  thirty  (30)  days,  and in case of a regular meeting of stockholders, not
less  than  ten  (10)  days  prior  to  the date on which the particular action,
requiring  such  determination  of  stockholders,  is to be taken.  If the stock
transfer  books are not closed and no record date is fixed for the determination
of  stockholders  entitled to notice of or to vote at a meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the close of business
on  the  date on which notice of the meeting is mailed, or the date on which the
resolution  of the Board of Directors declaring such dividend is adopted, as the
case  may  be,  shall be the record date for such determination of stockholders.
When  a  determination  of  stockholders  entitled  to  vote  at  any meeting of
shareholders has been made as provided in this section, such determination shall
be  applied  to  any adjournment thereof except where the determination has been
made  through  the  closing of the stock transfer books and the stated period of
closing  has  expired.
     10.  c.  Voting  Lists:  The  officer  or  agent having charge of the stock
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transfer  books  for the shares of the corporation shall make, at least ten (10)


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days  before  each  meeting of stockholders, a complete list of the stockholders
entitled  to  vote  at  such  meeting,  or  any adjournment thereof, arranged in
alphabetical  order,  with the address of and the number of shares held by each,
which  list,  for a period of ten (10) days prior to such meeting, shall be kept
on  file  at  the  registered  office of the corporation and shall be subject to
inspection by any stockholder at any time during the usual business hours.  Such
list  shall  also be produced and kept open at the time and place of the meeting
and  shall be subject to the inspection of any stockholder during the whole time
of the meeting.  The original stock transfer books shall be prima facie evidence
as  to  who are the stockholders entitled to examine such list or transfer books
or  to  vote  at  any  meeting  of  stockholders.  Failure  to  comply  with the
requirements  of  this section shall not affect the validity of any action taken
at  such  meeting.
     11.  Shares standing in the name of another corporation may be voted by any
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officer  of such corporation, or any proxy appointed by any such officer, in the
absence  of express notice to this corporation given in writing to the Secretary
in connection with the particular meeting, that such officer has no authority to
vote  such  shares  or  appoint  such  proxy.
     12.  Shares  held  by  an  administrator,  executor, guardian, conservator,
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receiver, or assignee for creditors may be voted by him, either in person, or by
proxy,  without  a transfer of such shares into his name, provided that there is
filed with the Secretary before or at the time of meeting proper evidence of his
incumbency  and  the  number  of  shares held.  Shares standing in the name of a
fiduciary  may  be  voted  by  him,  either  in  person  or  by  proxy.
     13.  a.  A  stockholder  whose shares are pledged shall be entitled to vote
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such shares until the shares have been transferred into the name of the pledgee,
and  thereafter the pledgee shall be entitled to vote the shares so transferred.
However,  if the instrument of pledge provides different voting rights, it shall
control  if  a  copy  thereof  is  presented  to the meeting and approved by the
chairman,  or  by  majority  vote  if  a  vote  is  demanded.
     13.  b.  Shares  of its own stock belonging to the corporation shall not be
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voted,  directly  or  indirectly,  at  any  meeting, and shall not be counted in
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determining the total number of outstanding shares entitled to vote at any given


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time.  However,  shares  of its own stock held by it in a fiduciary capacity may
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be  voted  by  the  President,  or  other person designated by resolution of the
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Board,  and  shall  be  counted  in  determining the total number of outstanding
shares  at  any  given  time.

                                    DIRECTORS

     14.  The Board of Directors shall be six (6) in number, consisting of three
classes of directors, each class consisting of two directors, for terms of three
years  each,  with  one  class  of  director's  terms  expiring  each  year.
     15.  If the office of any Director or Directors becomes vacant by reason of
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death,  resignation,  retirement,  disqualifications, removal from office, or an
increase  in  the number of directors authorized, or otherwise, the directors in
office,  by majority vote of the remaining Directors shall choose a successor or
successors  who shall hold office until the succeeding director has been elected
at the next special or the annual meeting of stockholders, and has qualified (if
an  act  of  qualification  is  necessary).
     16.  The Board of Directors shall direct the management of the business and
affairs  of  the  Company.  They  shall  provide  a suitable Home Office for the
Company  in  the City of Madison, in Dane County, Wisconsin and may provide such
offices  elsewhere  as  they  may  deem  necessary.
     16.  a.  Directors  as  such  shall not receive any stated salary for their
service as Directors, but by resolution of the Board a fixed sum and expenses of
attendance,  if  any,  may be allowed for attendance at any meeting or meetings.
Nothing  herein  contained  shall  be  construed  to  preclude any Director from
serving  the  corporation  in  any  other  capacity  and  receiving compensation
therefor.
     16.  b.  The  Board shall fix the compensation of Directors, members of all
committees,  and  of  all  officers  of  the  Company.
     16.  c.  The  Board  shall determine the kind and nature of hazards against
which  policyholders  may  be  insured.  They shall direct the investment of the
reserve and surplus funds of the Company.  They may grant such powers and assign
such  duties to Committees of the Board, to other Committees created by them, to
the  Chairman  of  the Board, or to the officers of the Company as the Board may
from  time  to  time  deem  advisable.  They  may  make  rates  for insurance or
authorize any Committee of the Board or other Committee appointed by them or any
officer  or officers of the Company or any other person or persons, to determine
the  rates  of  insurance  or  the manner or method by which such rates shall be
established.  They  may reinsure risks or classes of risks and may authorize any


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Committee  of  the  board  or  other Committee created by them or any officer or
officers  of  the  Company  or any other person or persons, to reinsure risks or
classes  of  risks  and  to  enter  into contracts in respect thereto.  They may
classify risks by kind, type or line of insurance or subdivision thereof, by the
degree  of  hazard  assumed  or  by  any standard they may determine is fair and
reasonable  and  may  assign  the  risks  into  groups,  divisions  or  classes.
     16. d.  In addition to the powers by these By-Laws expressly conferred upon
them  the  Board  may exercise such powers and do such lawful acts and things as
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are  not  by  statute  or  by  the  Articles of Organization or by these By-Laws
required  to  be  exercised  and  done  by  the stockholders, and all things not
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prohibited  by statute, these Articles, or By-Laws from being done by the Board.
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                             COMMITTEES OF THE BOARD

     17.  Subject  to  the  limitations  created by statute and these By-Laws as
amended  from  time  to  time,  the  Board  may  by  resolution  adopted  by the
affirmative  vote  of  the  whole  Board,  from  time to time, create, modify or
abolish  committees as follows, each one to consist of at least three members of
the Board, each committee to have and fix its own rules governing the conduct of
its  activities  not  inconsistent  with the rules promulgated by the Board, and
shall  report  to the Board as directed from time to time.  The Board may at any
time designate from its members alternate members of committees.  The committees
authorized  are:
     A)  Executive  committee:  To  have  and exercise, when the Board is not in
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     session,  all of the Powers of the Board, except as limited by statute, the
     Articles and these By-Laws, and the resolution or resolutions of the Board.
     B)  Other committees:  Any other committee or committees deemed appropriate
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     by the Board, with such powers and duties as the Board may designate in the
     resolution  or  resolutions  creating  or  affecting  each  committee.

                              MEETINGS OF THE BOARD

     18.  The  first  meeting  of each newly elected Board shall be held at such
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time  and  place  as  shall  be fixed by the consent of all directors, or by due
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notice.
     19. Directors shall hold an annual meeting for the election of officers for
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the  coming  year, as soon as practicable after the election of Directors at the


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annual  meeting  of  stockholders.  Regular  meetings  of  the Board may be held
without  notice  at such hour and place as shall from time to time be determined
by  resolution  of the Board, or by waiver signed by all Directors.  A waiver of
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notice  in  writing, signed at any time, whether before or after the time of the
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meeting, by the Directors entitled to such notice, shall be deemed equivalent to
the  giving  of  due  notice.  The  attendance  of a Director at a meeting shall
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constitute  a  waiver of notice of such meeting, except where a Director objects
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thereat,  in  person or by representative, at the opening of the meeting, to the
transaction  of  any  business  because  the  meeting  is not lawfully called or
convened.  Any  Director  who  voted  against  any  resolution  at  a meeting of
directors,  may  register his dissent by signing and mailing a registered letter
to  the  Secretary  of the corporation, addressed to the principal office of the
corporation,  or to the registered agent at the address of his office, within 24
hours  after  the  adjournment  of  the meeting, said letter to state the matter
dissented  from,  and  the  reason  for the dissent.  Neither the business to be
transacted  at,  nor the purpose of, any regular or special meeting of the Board
of  Directors  need  be  specified  in  the  notice  or waiver of notice of such
meeting.
     20. Special meetings of the Board may be called by any two Directors on one
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day's  notice  to  each  Director,  either  personally  or by mail, telephone or
telegraph;  special  meetings shall be called by the President or Secretary in a
like  manner  on  the  written  request  of  two  Directors.
     21.  At  all  meetings  of  the  Board  the presence of a majority shall be
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necessary to constitute a quorum and sufficient for the transaction of business,
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and any act of a majority present at a meeting at which there is a quorum, shall
be  the  act  of the Board of Directors, except as may be otherwise specifically
limited  by  statute  or  by  the  Articles  of  Incorporation or these By-Laws.
     22.  a.  The  Board  of Directors, by affirmative vote of a majority of the
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Directors  then  in  office, and irrespective of any personal interest of any of
its  members,  may establish reasonable compensation of any or all Directors for
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services  to  the  Corporation  as  Directors,  officers  or  otherwise.
     22.  b.  The  Board  of  Directors  shall  have  authority  to  provide for
reasonable pensions, disability or death benefits, and other benefits, payments,
or  profit  sharing  to  Directors,  officers  and/or  any  or  all employees or
classifications  thereof  and  to  their  estates,  families,  dependents  or
beneficiaries  on  account  of either prior or future services rendered or to be


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rendered  by such Directors, officers, and employees to the corporation, without
prior  or  subsequent  approval  of  the  stockholders.
     23. The individual or personal interest of any Director in any matter which
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shall come before the Board of Directors, on matters other than their reasonable
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compensation  as  Directors  or officers, shall not disqualify the Director from
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being  counted  thereon  for  the  purpose  of  determining  whether a quorum is
present;  however  to  render  valid any vote thereon, there must have concurred
therein  a minimum majority of a quorum of the Board who have no interest in the
matter  voted  upon.

                                    OFFICERS

     24.  The  general  officers  shall  be  those  named  in  the  Articles  of
Incorporation.  Each  shall  be  elected  by  the  Board annually and shall hold
office  for  one year and until their successors are chosen and qualify in their
stead,  or until the earlier death, resignation, or removal of the officer.  Any
officer  accepting the appointment, election or re-election to any office of the
corporation  shall  take  same  upon the condition that if, in the course of his
holding  such  office  he  likewise  holds  the  position  of  a director of the
corporation  he shall hold the position of director, in fact, only so long as he
is an officer of the corporation; and that his resignation, death or removal for
cause  from  office  or his failure to be re-elected, or if he fails to qualify,
without further action of the directors or the stockholders, shall terminate his
then current term as a director fully effective (in the case of a proceeding for
removal  under  these  By-Laws)  upon  the  directors'  determination  that  the
pertinent fact or facts exist, irrespective of any subsequent legal or equitable
proceedings.  The  Board  of  Directors,  however,  may at their sole option, by
resolution, re-appoint the person to the directorship thus vacated, to serve out
the  unexpired term and until the election of a successor.  The Board shall also
choose  one  or  more  Vice-Presidents,  and  a  Secretary and a Treasurer.  The
election  of officers shall be at the annual meeting of the Board, or as soon as
the  Board  determines  that  it  is  practicable  thereafter.  Any  two  of the
officers,  except  those  of  President  and  Vice-President,  and President and
Secretary,  upon  resolution of the Board from time to time, may be combined and
filled  by the same person.  The Board of Directors, from time to time, may also
choose  and  prescribe  the  duties  of  one or more additional Vice-Presidents,
Assistant  Secretaries  and Assistant Treasurers and other officers or agents or


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change the titles and duties of existing general or other officers, except as to
the  statutory  requirements  of the office of President.  All or any one of the
                                                                             ---
officers,  as required by the Board shall be bonded at corporate expense in such
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sum and with such sureties as may be satisfactory to the Board, conditioned upon
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the  faithful  performance  of  their  duties,  and  for  the restoration to the
------------------------------         ------
corporation  in  case  of  loss  to  the corporation due to the officer's death,
resignation,  retirement  or  removal  from  office  and  the  loss,  removal or
disappearance  of  any  or  all  books, papers, conveyances, vouchers, money and
other  property  or  documents of whatever kind in possession of said officer or
under  his  control  belonging  to  the corporation or in its charge or custody.
Such  bonds  may  cover such other additional risks as is usual in bonds sold in
the  corporation's  trading  area.
     25.  The  Chairman  of  the  Board,  a  Vice-Chairman  of the Board and the
President  of  the  Corporation,  shall  be  members  of  the  Board.
     26.  The  officers  of  the  corporation  shall  hold  office  until  their
successors  are  chosen  and  qualify  in  their  stead.
     27.  Upon at least three days' notice, and opportunity for a hearing before
the  Board,  any  officer  elected or appointed by the Board of Directors may be
             ------------                                                 ------
removed  for  cause,  either  as  an  employee  and an officer, or both, and his
-------------------
remuneration  terminated  at  any  time  by the affirmative vote of the Board of
Directors  equal to a majority of the Board positions authorized in the Articles
and  By-Laws.  As  to  the  President,  the  required  percentage  vote shall be
two-thirds  of  the  Board positions.  "Cause" as herein used shall include, but
not be limited to, unauthorized absences from work, lack of capacity, or failure
to perform the duties of his office, or the performance of any acts tending (all
in  the  sole  judgment  of  the Board) to bring the corporation into disrepute.

                     CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD

     28. The Chairman of the Board, and, in his absence or inability to act, the
Vice-Chairman  of  the  Board,  shall  preside  at  all meetings of the Board of
Directors.

                          PRESIDENT AND VICE-PRESIDENTS


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<PAGE>
     29.  The President shall be the chief executive officer of the corporation.
He  shall  have  general charge and oversight of its business and affairs, shall
preside  at  all  meetings  of  the members.  In the absence of the Chairman and
Vice-Chairman  of  the Board, the President shall preside at all meetings of the
Board of Directors and shall discharge all other duties imposed upon him by law,
by  these  By-Laws, and by the Board of Directors.  The President, or one of the
Vice-Presidents  authorized  by the Board of Directors, shall sign all policies.
The  Board  of  Directors  or President may designate any Vice-President or Vice
Presidents  to  exercise  the  powers  and discharge the duties of the President
during  his  absence  or  inability  to act.  Any Vice-President shall have such
powers  and  discharge  such  duties  as  may  from time to time be conferred or
imposed  upon  him  by  the  Board  of  Directors  or  by  the  President.

                                    SECRETARY

     30.  The  Secretary  shall keep a record of the minutes, of the meetings of
the  Stockholders  and  of  the  Board  of  Directors.  He shall countersign all
instruments  and documents executed by the corporation which the laws or by-laws
require  to be so executed; he shall affix to instruments and documents the seal
of the corporation and record and keep in proper books therefor the transactions
of  the corporation; and shall perform such other duties as usually are incident
to  such  office.

                                    TREASURER

     31.  The Treasurer, subject to the control of the Board of Directors, shall
collect,  receive,  and  safely  keep  all  moneys,  funds and securities of the
corporation,  and  attend  to all its pecuniary affairs.  He shall keep full and
complete  accounts  and  records of all his transactions, of sums owing to or by
the  corporation, and all rents and profits in its behalf.  His books of account
and  records  shall  at  all  reasonable  times be open to the inspection of the
Stockholders  of  the  corporation,  and he shall furnish to the Stockholders at
their  Annual  Meeting  and  to  the Directors, whenever requested by them, such
statements  and  reports  of  the same as are necessary to a full exhibit of the
financial  condition  of  the  corporation.


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                              SUBORDINATE OFFICERS

     32.  Subordinate  officers  appointed  by the Board of Directors shall have
such  powers  and discharge such duties as may from time to time be conferred or
imposed  upon  them  by  the  Board  of  Directors  or  the  President.

                            FUNDS OF THE CORPORATION

     33.  All moneys belonging to the corporation shall be deposited or invested
in the name of the corporation in such depositories or in such securities as may
be  authorized  by the Board of Directors, or by the appropriate committee under
the  authorization  of  the  Board  of Directors.  All moneys of the corporation
shall  be  disbursed  by  check, draft or written order only, and all checks and
orders for the payment of money shall be signed by two officers as designated by
the  Board  of  Directors.

                              CERTIFICATES OF STOCK

     34.  The  certificates  of  stock  of the corporation shall be numbered and
registered  as  they  are  issued.  They shall exhibit the holder's name and the
number  of  shares  (and  class  of  shares,  if any) and shall be signed by the
President  and  the  Secretary and shall bear the corporate seal, if the By-Laws
provide  a  corporate  seal,  and  contain all other provisions required by law.
     35.  The Board of Directors may direct a new certificate or certificates to
be  issued  in place of any certificate or certificates heretofore issued by the
corporation  alleged  to  have  been  lost  or  destroyed  upon the making of an
affidavit  of  that  fact  by the person claiming the certificate of stock to be
lost  or  destroyed, and the Board of Directors when authorizing such issue of a
new  certificate or certificates, in its discretion and as a condition precedent
to  the  issuance  thereof,  may  require  the  owner  of such lost or destroyed
certificate  or  certificates, or his legal representative to advertise the loss
in  such  manner  as  it  shall  require  and/or give the corporation a suitable
indemnity  agreement,  or  a bond, in such sum as it may direct to indemnify the
corporation  against  any  claim that may be made against it relative to the new
certificate  or  the  old  one  or  the  shares  represented  thereby.
     36. Upon surrender to the Secretary or transfer agent of the corporation of
a  certificate  for shares endorsed by the person named in the certificate or by
attorney  lawfully  constituted in writing, or accompanied by proper evidence of
succession,  assignment  or  authority  to transfer, it shall be the duty of the


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corporation  to  issue a new certificate and record the transfer upon its books.
     37.  The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be  bound to recognize any equitable or other claim to or interest in such share
on  the  part  of any other person whether or not it shall have express or other
notice  thereof,  save  as  expressly  provided  by  the  Laws  of  Wisconsin.

                                   FISCAL YEAR

     38.  The  fiscal  year  of  the  corporation  shall  end on the 31st day of
December  of  each  year.

                                    DIVIDENDS

     39.  The  Directors  may  declare  dividends  out  of  the  profits  of the
corporation  at such times and in such manner as the Board may from time to time
designate  and  as  may  lawfully  be  done.

                                      SEAL

     40.  The  corporation  shall  have  a  corporate  seal,  circular in shape,
containing  the  name  of  the  corporation,  the word "Wisconsin" and the words
"Corporate  Seal".

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     41.  To  the  extent permitted by law, the corporation shall indemnify each
Director  and  Officer  of  the  Corporation,  and  his  heirs,  executors  and
administrators  against all expenses and liability reasonably incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be  involved  by reason of his being or having been a Director or Officer of the
corporation, whether or not he continues to be a Director or Officer at the time
of  incurring  such  expenses  and liabilities; such expenses and liabilities to
include,  but not limited to judgments, court costs, and attorney's fees and the
cost  of  settlements.  The  corporation  shall  not,  however,  indemnify  such
Director  or  Officer  with  respect  to matters as to which he shall be finally
adjudged  in  any  such  actions,  suit,  or  proceeding to have been liable for
willful misconduct in the performance of his duties as such Director or Officer.
In  the event a settlement or compromise is effected, indemnification may be had
only  if  the  Board  of  Directors shall have been furnished with an opinion of


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counsel  for the corporation to the effect that such settlement or compromise is
in  the  best  interests of the corporation and that such Director or Officer is
not  liable for willful misconduct in the performance of his duties with respect
to  such  matters,  and,  if the Board shall have adopted a resolution approving
such settlement or compromise.  The foregoing right of indemnification shall not
be exclusive of other rights to which any Director or Officer may be entitled as
a  matter  of  law.

                                     NOTICES

     42. Whenever under the provisions of these By-Laws notice is required to be
given  to  any  stockholder  or Director, for any regular or special meeting, it
shall  not be construed to mean personal notice, but such notice shall be deemed
to  be  given if given in writing by depositing the same in a United States post
office or letter box in a postpaid sealed wrapper, addressed to such stockholder
or Director, within the time limited, at such address as appears on the books of
the corporation, or in default of other address, to such stockholder or Director
where  the  principal office of the corporation is located; provided, that where
the time limited is two days or less, a notice by mail, to be effective shall be
deposited  at  least  three  (3) days prior to the meeting.  Where notice may be
given  by  telegraph  it  shall  be  deemed  given  when  the  message, properly
addressed,  is  delivered to the telegraph company and its due transmission paid
for.

                        ACTION BY SHAREHOLDERS OR BOARD
                             WITHOUT FORMAL MEETING

     43.  Any  action  required  to or permitted to be taken at a meeting of the
stockholders, or any such action which may be taken at a meeting of the Board of
Directors,  may  be taken without a meeting if a consent in writing, in the form
of minutes of a meeting, or otherwise, setting forth the actions so taken, shall
be  signed  by  all  persons entitled to vote with respect to the subject matter
thereof.

                                  MISCELLANEOUS

     44.  The  masculine  gender  as  used  throughout  these  By-Laws  shall be
construed  to  refer  also  to the feminine where appropriate.  Roberts Rules of


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Order shall govern as to all meetings under these By-Laws where the Rules may be
in  conflict  with  the  By-Laws  or  with  the  Articles.

                                ORDER OF BUSINESS

     45.  At  all meetings of the Stockholders of the corporation, the following
shall  be  the  order  of  business:

               a.     Registration
               b.     Proof  of  Notice  of  Meeting
               c.     Reading  of  Minutes
               d.     Reports  of  Committees
               e.     Reports  of  Officers
               f.     Unfinished  Business
               g.     New  Business

                           AMENDMENTS BY STOCKHOLDERS

     46.  The  By-Laws  may  be  amended  by a majority vote of the voting stock
present  in  person  or  by proxy and qualified to vote at any annual or special
meeting  or  the  stockholders,  duly convened, provided a quorum is present and
that  notice  of  intention  to  amend,  stating  the substance of the amendment
proposed  shall  have  been  contained  in  the  notice  of  the  meeting.

                        AMENDMENT OF BY-LAW BY THE BOARD

     47.  The  Board  may  make,  alter, amend, or repeal By-Laws subject to the
power  of  the  holders  of  the  common  voting  stock to alter or repeal same.


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