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                                AMENDED AND RESTATED
                                        BYLAWS
                                          OF
                             GREAT PLAINS SOFTWARE, INC.

                                      ARTICLE I.
                               OFFICES, CORPORATE SEAL

         Section 1.01.  REGISTERED OFFICE.  The registered office of the
corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or resolution of the directors filed with the Secretary of State of Minnesota
changing the registered office.

         Section 1.02.  OTHER OFFICES.  The corporation may have such other
offices, within or without the State of Minnesota, as the directors shall, from
time to time, determine.

         Section 1.03.  CORPORATE SEAL.  The corporation shall have no seal.

                                     ARTICLE II.
                               MEETINGS OF SHAREHOLDERS

         Section 2.01.  PLACE AND TIME OF MEETINGS.  Except as provided
otherwise by Minnesota Statutes Chapter 302A, meetings of the shareholders may
be held at any place, within or without the State of Minnesota, as may from time
to time be designated by the directors and, in the absence of such designation,
shall be held at the registered office of the corporation in the State of
Minnesota.  The directors shall designate the time of day for each meeting and,
in the absence of such designation, every meeting of shareholders shall be held
at ten o'clock a.m.

         Section 2.02.  REGULAR MEETINGS.

         (a)  A regular meeting of the shareholders shall be held on such date
as the Board of Directors shall by resolution establish.

         (b)  At the regular meeting the shareholders, voting as provided in
the Articles of Incorporation and these Bylaws, shall elect qualified successors
for directors whose terms have expired or are due to expire within six months
after the date of the meeting, and shall transact such other business as may
properly come before them.

         (c)  To be properly brought before a regular meeting of shareholders,
business must be (1) specified in the notice of the meeting, (2) directed to be
brought before the meeting by the Board of Directors or (3) proposed at the
meeting by a shareholder who (i) was a shareholder of record at the time of
giving of notice provided for in these Bylaws, (ii) is entitled to vote at the
meeting and (iii) gives prior notice of the matter, which must otherwise be a
proper


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matter for shareholder action, in the manner herein provided.  For business 
to be properly brought before a regular meeting by a shareholder, the 
shareholder must give written notice to the Secretary of the corporation so 
as to be received at the principal executive offices of the corporation at 
least 120 days before the date that is one year after the date of the 
Corporation's proxy statement for the prior year's regular meeting.  Such 
notice shall set forth (1) the name and record address of the shareholder and 
of the beneficial owner, if any, on whose behalf the proposal will be made, 
(2) the class and number of shares of the corporation owned by the 
shareholder and beneficially owned by the beneficial owner, if any, on whose 
behalf the proposal will be made, (3) a brief description of the business 
desired to be brought before the regular meeting and the reasons for 
conducting such business, and (4) any material interest in such business of 
the shareholder and the beneficial owner, if any, on whose behalf the 
proposal is made.  The chair of the meeting may refuse to acknowledge any 
proposed business not made in compliance with the foregoing procedure.

         Section 2.03.  SPECIAL MEETINGS.  Special meetings of the shareholders
may be held at any time and for any purpose and may be called by the Chief
Executive Officer, the Chief Financial Officer, any two directors, or by a
shareholder or shareholders holding 10% or more of the shares entitled to vote
on the matters to be presented to the meeting, except that a special meeting for
the purpose of considering any action to directly or indirectly facilitate or
effect a business combination, including any action to change or otherwise
affect the composition of the Board of Directors for that purpose, must be
called by 25% or more of the voting power of all shares entitled to vote.  A
shareholder or shareholders holding the requisite percentage of the voting power
of all shares entitled to vote may demand a special meeting of the shareholders
by written notice of demand given to the Chief Executive Officer or Chief
Financial Officer of the corporation and containing the purposes of the meeting.
Within 30 days after receipt of demand by one of those officers, the Board of
Directors shall cause a special meeting of shareholders to be called and held on
notice no later than 90 days after receipt of the demand, at the expense of the
corporation.  Special meetings shall be held on the date and at the time and
place fixed by the Chief Executive Officer or the Board of Directors, except
that a special meeting called by or at demand of a shareholder or shareholders
shall be held in the county where the principal executive office is located.
The business transacted at a special meeting shall be limited to the purposes
stated in the notice of the meeting.

         Section 2.04.  QUORUM, ADJOURNED MEETINGS.  The holders of a majority
of the shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting.  In case a quorum shall not be
present at a meeting, those present may adjourn to such day as they shall, by
majority vote, agree upon, and a notice of such adjournment shall be mailed to
each shareholder entitled to vote at least 5 days before such adjourned meeting.
If a quorum is present, a meeting may be adjourned from time to time without
notice other than announcement at the meeting.  At adjourned meetings at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed.  If a quorum is present, the
shareholders may continue to transact business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.


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         Section 2.05.  VOTING.  At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy.  Each shareholder, unless the Articles of Incorporation or statute
provide otherwise, shall have one vote for each share having voting power
registered in such shareholder's name on the books of the corporation.  Jointly
owned shares may be voted by any joint owner unless the corporation receives
written notice from any one of them denying the authority of that person to vote
those shares.  Upon the demand of any shareholder, the vote upon any question
before the meeting shall be by ballot.  All questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote except if otherwise required by statute, the
Articles of Incorporation, or these Bylaws.

         Section 2.06.  RECORD DATE.  The Board of Directors may fix a time,
not exceeding 60 days preceding the date of any meeting of shareholders, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, such meeting, notwithstanding any transfer of shares on the books of
the corporation after any record date so fixed.  If the Board of Directors fails
to fix a record date for determination of the shareholders entitled to notice
of, and to vote at, any meeting of shareholders, the record date shall be the
20th day preceding the date of such meeting.

         Section 2.07.  NOTICE OF MEETINGS.  There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at his or her address as shown by the books of the corporation, a
notice setting out the time and place of each regular meeting and each special
meeting, except where the meeting is an adjourned meeting and the date, time and
place of the meeting were announced at the time of adjournment, which notice
shall be mailed at least five days prior thereto; except that notice of a
meeting at which an agreement of merger or exchange is to be considered shall be
mailed to all shareholders of record, whether entitled to vote or not, at least
fourteen days prior thereto.  Every notice of any special meeting called
pursuant to Section 2.03 hereof, shall state the purpose or purposes for which
the meeting has been called, and the business transacted at all special meetings
shall be confined to the purpose stated in the notice.  The written notice of
any meeting at which a plan of merger or exchange is to be considered shall so
state such as a purpose of the meeting.  A copy or short description of the plan
of merger or exchange shall be included in or enclosed with such notice.

         Section 2.08.  WAIVER OF NOTICE.  Notice of any regular or special
meeting may be waived by any shareholder either before, at or after such meeting
orally or in a writing signed by such shareholder or a representative entitled
to vote the shares of such shareholder.  A shareholder, by his or her attendance
at any meeting of shareholders, shall be deemed to have waived notice of such
meeting, except where the shareholder objects at the beginning of the meeting to
the transaction of business because the item may not lawfully be considered at
that meeting and does not participate in the consideration of the item at that
meeting.

         Section 2.09.  WRITTEN ACTION.  Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the shareholders entitled to vote on that action.


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                                     ARTICLE III.
                                      DIRECTORS

         Section 3.01.  GENERAL POWERS.  The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors, except as otherwise permitted by statute.

         Section 3.02.  NUMBER, QUALIFICATION AND TERM OF OFFICE.  The Board of
Directors shall consist of one or more directors.  The number of directors shall
be fixed by resolution of the Board of Directors and thereafter shall be
increased or decreased from time to time by resolution of the Board of Directors
or the shareholders.  Directors need not be shareholders.  The directors shall
be divided into three classes, as nearly equal in number as reasonably possible,
with the term of office of the first class to expire at the 1997 annual meeting
of shareholders, the term of office of the second class to expire at the 1998
annual meeting of shareholders and the term of office of the third class to
expire at the 1999 annual meeting of shareholders.  At each annual meeting of
shareholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected to hold
office for a term of three consecutive years.  Each director of the corporation
shall serve until such director's successor shall have been elected and shall
qualify, or until the earlier death, resignation, removal or disqualification of
such director.

         Section 3.03.  BOARD MEETINGS.  Meetings of the Board of Directors may
be held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.

         Section 3.04.  CALLING MEETINGS - NOTICE.  Meetings of the Board of
Directors may be called by the Chairman of the Board by giving at least
twenty-four hours' notice, or by any other director by giving at least five
days' notice, of the date, time and place thereof to each director by mail,
telephone, telegram or in person.  If the day or date, time and place of a
meeting of the Board of Directors has been announced at a previous meeting of
the Board, no notice is required.  Notice of an adjourned meeting of the Board
of Directors need not be given other than by announcement at the meeting at
which adjournment is taken.

         Section 3.05.  WAIVER OF NOTICE.  Notice of any meeting of the Board
of Directors may be waived by any director either before, at, or after such
meeting orally or in a writing signed by such director.  A director, by his or
her attendance at any meeting of the Board of Directors, shall be deemed to have
waived notice of such meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and does not participate thereafter in the
meeting.

         Section 3.06.  QUORUM.  A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting.


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         Section 3.07.  ABSENT DIRECTORS.  A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors.  If such director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.

         Section 3.08.  CONFERENCE COMMUNICATIONS.  Any or all directors may
participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting.  For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.08 shall be deemed present in person at
the meeting, and the place of the meeting shall be the place of origination of
the conference communication.

         Section 3.09.  VACANCIES; NEWLY CREATED DIRECTORSHIPS.  Vacancies in
the Board of Directors of this corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired term
by a majority of the remaining directors of the Board although less than a
quorum; newly created directorships resulting from an increase in the authorized
number of directors by action of the Board of Directors as permitted by Section
3.02 may be filled by a two-thirds vote of the directors serving at the time of
such increase; and each director elected pursuant to this Section 3.09 shall be
a director until such director's successor is elected by the shareholders at
their next regular or special meeting.

         Section 3.10.  REMOVAL.  Any director may be removed from office, but
only for cause, by the affirmative vote of the shareholders holding a majority
of the shares entitled to vote at an election of directors.  In the event that a
director is so removed, a new director shall be elected at the same meeting.  A
director named by the Board of Directors to fill a vacancy may be removed from
office at any time, with or without cause, by the affirmative vote of the
remaining directors if the shareholders have not elected directors in the
interim between the time of the appointment to fill such vacancy and the time of
the removal.  In the event that the entire Board or any one or more directors be
so removed, new directors shall be elected at the same meeting.

         Section 3.11.  COMMITTEES.  A resolution approved by the affirmative
vote of a majority of the Board of Directors may establish committees having the
authority of the Board in the management of the business of the corporation to
the extent provided in the resolution.  A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present.  Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the Board of
Directors.


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         A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a larger or smaller proportion or
number is provided in a resolution approved by the affirmative vote of a
majority of the directors present.

         Section 3.12.  WRITTEN ACTION.  Any action which might be taken at a
meeting of the Board of Directors, or any duly constituted committee thereof,
may be taken without a meeting if done in writing and signed by a majority of
the directors or committee members, unless the Articles provide otherwise and
the action need not be approved by the shareholders.

         Section 3.13.  COMPENSATION.  Directors who are not salaried officers
of this corporation shall receive such fixed sum per meeting attended, such
fixed annual sum and any such other compensation as shall be determined, from
time to time, by resolution of the Board of Directors.  The Board of Directors
may, by resolution, provide that all directors shall receive their expenses, if
any, of attendance at meetings of the Board of Directors or any committee
thereof.  Nothing herein contained shall be construed to preclude any director
from serving this corporation in any other capacity and receiving proper
compensation therefor.

                                     ARTICLE IV.
                                       OFFICERS

         Section 4.01.  NUMBER.  The officers of the corporation shall consist
of a Chairman of the Board (if one is elected by the Board), a Chief Executive
Officer, Chief Financial Officer, a Secretary (if one is elected by the Board)
and such other officers and agents as may, from time to time, be elected or
appointed by the Board of Directors.  Any number of offices may be held by the
same person.

         Section 4.02.  ELECTION, TERM OF OFFICE AND QUALIFICATIONS.  The Board
of Directors shall elect or appoint, by resolution approved by the affirmative
vote of a majority of the directors present, from within or without their
number, the Chief Executive Officer, Chief Financial Officer and such other
officers as may be deemed advisable, each of whom shall have the powers, rights,
duties, responsibilities, and terms in office provided for in these Bylaws or a
resolution of the Board of Directors not inconsistent therewith.  The Chief
Executive Officer, the Chief Financial Officer and all other officers who may be
directors shall continue to hold office until the election and qualification of
their successors, notwithstanding an earlier termination of their directorship.

         Section 4.03.  REMOVAL AND VACANCIES.  Any officer may be removed from
his or her office by the Board of Directors at any time, with or without cause.
Such removal, however, shall be without prejudice to the contract rights of the
person so removed.  If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.

         Section 4.04.  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if
one is elected, shall preside at all meetings of the shareholders and directors
and shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.


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         Section 4.05.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer
shall be the chief executive officer and shall have general active management of
the business of the corporation.  In the absence of the Chairman of the Board,
he or she shall preside at all meetings of the shareholders and directors.  He
or she shall see that all orders and resolutions of the Board of Directors are
carried into effect.  He or she shall execute and deliver, in the name of the
corporation, any deeds, mortgages, bonds, contracts or other instruments
pertaining to the business of the corporation unless the authority to execute
and deliver is required by law to be exercised by another person or is expressly
delegated by the Articles or Bylaws or by the Board of Directors to some other
officer or agent of the corporation.  He or she shall maintain records of and,
whenever necessary, certify all proceedings of the Board of Directors and the
shareholders, and in general, shall perform all duties usually incident to the
office of the Chief Executive Officer.  He or she shall have such other duties
as may, from time to time, be prescribed by the Board of Directors.

         Section 4.06.  PRESIDENT.  The President, if one is elected, shall
have such powers and shall perform such duties as may be prescribed by the Board
of Directors or by the Chief Executive Officer.

         Section 4.07.  VICE PRESIDENT.  Each Vice President, if one or more
are elected, shall have such powers and shall perform such duties as may be
specified in the Bylaws or prescribed by the Board of Directors or by the Chief
Executive Officer.  In the event of the absence or disability of the Chief
Executive Officer or the President, Vice Presidents shall succeed to their
powers and duties in the order designated by the Board of Directors.

         Section 4.08.  SECRETARY.  The Secretary, if one is elected, shall be
secretary of and shall attend all meetings of the shareholders and Board of
Directors and shall record all proceedings of such meetings in the minute book
of the corporation.  He or she shall give proper notice of meetings of
shareholders and directors.  He or she shall perform such other duties as may,
from time to time, be prescribed by the Board of Directors or by the Chief
Executive Officer.

         Section 4.09.  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer
shall be the chief financial officer and shall keep accurate financial records
for the corporation.  He or she shall deposit all moneys, drafts and checks in
the name of, and to the credit of, the corporation in such banks and
depositaries as the Board of Directors shall, from time to time, designate.  He
or she shall have power to endorse, for deposit, all notes, checks and drafts
received by the corporation.  He or she shall disburse the funds of the
corporation, as ordered by the Board of Directors, making proper vouchers
therefor.  He or she shall render to the Chief Executive Officer and the
directors, whenever requested, an account of all his or her transactions as
Chief Financial Officer and of the financial condition of the corporation, and
shall perform such other duties as may, from time to time, be prescribed by the
Board of Directors or by the Chief Executive Officer.


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         Section 4.10.  TREASURER.  The Treasurer, if one is elected, shall be
responsible for the treasury operations of the corporation and shall be perform
such  other duties as may be prescribed by the Board of Directors, the Chief
Executive Officer and the Chief Financial Officer.

         Section 4.11.  COMPENSATION.  The officers of this corporation shall
receive such compensation for their services as may be determined, from time to
time, by resolution of the Board of Directors.

                                      ARTICLE V.
                              SHARES AND THEIR TRANSFER

         Section 5.01.  CERTIFICATES FOR SHARES.  All shares of the corporation
shall be certificated shares.  Every owner of shares of the corporation shall be
entitled to a certificate, to be in such form as shall be prescribed by the
Board of Directors, certifying the number of shares of the corporation owned by
such shareholder.  The certificates for such shares shall be numbered in the
order in which they shall be issued and shall be signed, in the name of the
corporation, by the Chief Executive Officer and by the Secretary or an Assistant
Secretary or by such officers as the Board of Directors may designate.  If the
certificate is signed by a transfer agent or registrar, such signatures of the
corporate officers may be by facsimile if authorized by the Board of Directors.
Every certificate surrendered to the corporation for exchange or transfer shall
be canceled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
canceled, except in cases provided for in Section 5.04.

         Section 5.02.  ISSUANCE OF SHARES.  The Board of Directors is
authorized to cause to be issued shares of the corporation up to the full amount
authorized by the Articles of Incorporation in such amounts as may be determined
by the Board of Directors and as may be permitted by law.  No shares shall be
allotted except in consideration of cash or other property, tangible or
intangible, received or to be received by the corporation under a written
agreement, of services rendered or to be rendered to the corporation under a
written agreement, or of an amount transferred from surplus to stated capital
upon a share dividend.  At the time of such allotment of shares, the Board of
Directors making such allotments shall state, by resolution, their determination
of the fair value to the corporation in monetary terms of any consideration
other than cash for which shares are allotted.

         Section 5.03.  TRANSFER OF SHARES.  Transfer of shares on the books of
the corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares.  The corporation may treat as the absolute owner
of shares of the corporation, the person or persons in whose name shares are
registered on the books of the corporation.

         Section 5.04.  LOSS OF CERTIFICATES.  Except as otherwise provided by
Minnesota Statutes Section 302A.419, any shareholder claiming a certificate for
shares to be lost, stolen or


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destroyed shall make an affidavit or that fact in such form as the Board of
Directors shall require and shall, if the Board of Directors so requires, give
the corporation a bond of indemnity in form, in an amount, and with one or more
sureties satisfactory to the Board of Directors, to indemnify the corporation
against any claim which may be made against it on account of the reissue of such
certificate, whereupon a new certificate may be issued in the same tenor and for
the same number of shares as the one alleged to have been lost, stolen or
destroyed.

                                     ARTICLE VI.
                                DIVIDENDS, RECORD DATE

         Section 6.01.  DIVIDENDS.  Subject to the provisions of the Articles
of Incorporation, of these Bylaws, and of law, the Board of Directors may
declare dividends whenever, and in such amounts as, in its opinion, are deemed
advisable.

         Section 6.02.  RECORD DATE.  Subject to any provisions of the Articles
of Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the shareholders entitled to receive payment of the
dividend and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend notwithstanding any
transfer of shares on the books of the corporation after the record date.  The
Board of Directors may close the books of the corporation against the transfer
of shares during the whole or any part of such period.

                                     ARTICLE VII.
                            BOOKS AND RECORDS, FISCAL YEAR

         Section 7.01.  SHARE REGISTER.  The Board of Directors of the
corporation shall cause to be kept at its principal executive office, or at
another place or places within the United States determined by the Board:

         (1)  a share register not more than one year old, containing the names
              and addresses of the shareholders and the number and classes of
              shares held by each shareholder; and

         (2)  a record of the dates on which certificates or transaction
              statements representing shares were issued.

         Section 7.02.  OTHER BOOKS AND RECORDS.  The Board of Directors shall
cause to be kept at its principal executive office, or, if its principal
executive office is not in Minnesota, shall make available at its registered
office within ten days after receipt by an officer of the corporation of a
written demand for them made by a shareholder or other person authorized by
Minnesota Statutes Section 302A.461, originals or copies of:

         (1)  records of all proceedings of shareholders for the last three
              years;


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         (2)  records of all proceedings of the Board for the last three years;

         (3)  its articles and all amendments currently in effect;

         (4)  its bylaws and all amendments currently in effect;

         (5)  financial statements required by Minnesota Statutes Section
              302A.463 and the financial statement for the most recent interim
              period prepared in the course of the operation of the corporation
              for distribution to the shareholders or to a governmental agency
              as a matter of public record;

         (6)  reports made to shareholders generally within the last three
              years;

         (7)  a statement of the names and usual business addresses of its
              directors and principal officers;

         (8)  any shareholder voting or control agreements of which the
              corporation is aware; and

         (9)  such other records and books of account as shall be necessary and
              appropriate to the conduct of the corporate business.

         Section 7.03.  FISCAL YEAR.  The fiscal year of the corporation shall
be determined by the Board of Directors.

                                    ARTICLE VIII.
                            LOANS, GUARANTEES, SURETYSHIP

         The corporation may lend money to, guarantee an obligation of, become
a surety for, or otherwise financially assist a natural or legal person if the
transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present and:

         (1)  is in the usual and regular course of business of the
              corporation;

         (2)  is with, or for the benefit of, a related corporation, an
              organization in which the corporation has a financial interest,
              an organization with which the corporation has a business
              relationship, or an organization to which the corporation has the
              power to make donations;

         (3)  is with, or for the benefit of, an officer or other employee of
              the corporation or a subsidiary, including an officer or employee
              who is a director of the corporation or a subsidiary, and may
              reasonably be expected, in the judgment of the Board, to benefit
              the corporation; or


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         (4)  has been approved by the affirmative vote of the holders of
              two-thirds of the outstanding shares.

The loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors approve, including, without limitation, a pledge of or
other security interest in shares of the corporation.  Nothing in this section
shall be deemed to deny, limit, or restrict the powers of guaranty or warranty
of the corporation at common law or under a statute of the State of Minnesota.

                                     ARTICLE IX.
                          INDEMNIFICATION OF CERTAIN PERSONS

         The corporation shall indemnify such persons, for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted by Minnesota Statutes Section 302A.521, as now enacted or hereafter
amended.

                                      ARTICLE X.
                                      AMENDMENTS

         These Bylaws may be amended or altered by a vote of the majority of
the whole Board of Directors at any meeting provided that notice of such
proposed amendment shall have been given in the notice given to the directors of
such meeting.  Such authority in the Board of Directors is subject to the power
of the shareholders to change or repeal such Bylaws by a majority vote of the
shareholders present or represented at any regular or special meeting of
shareholders called for such purpose, and the Board of Directors shall not make
or alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures or removing directors or filling vacancies in the Board of Directors,
or fixing the number of directors or their classifications, qualifications, or
terms of office, except that the Board of Directors may adopt or amend any Bylaw
to increase their number.

                                     ARTICLE XI.
                           SECURITIES OF OTHER CORPORATIONS

         Section 11.01. VOTING SECURITIES HELD BY THE CORPORATION.  Unless
otherwise ordered by the Board of Directors, the Chief Executive Officer shall
have full power and authority on behalf of the corporation (a) to attend any
meeting of security holders of other corporations in which the corporation may
hold securities and to vote such securities on behalf of this corporation; (b)
to execute any proxy for such meeting on behalf of the corporation; or (c) to
execute a written action in lieu of a meeting of such other corporation on
behalf of this corporation.  At such meeting, the Chief Executive Officer shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities that the corporation possesses.  The Board of Directors may,
from time to time, grant such power and authority to one or more other persons
and may remove such power and authority from the Chief Executive Officer upon
any other person or persons.


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<PAGE>

         Section 11.02. PURCHASE AND SALE OF SECURITIES.  Unless otherwise
ordered by the Board of Directors, the Chief Executive Officer shall have full
power and authority on behalf of the corporation to purchase, sell, transfer or
encumber any and all securities of any other corporation owned by the
corporation, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer or encumbrance.  The Board of Directors
may, from time to time, confer like powers upon any other person or persons.









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