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GATEFIELD CORPORATION
BY-LAWS
(AS AMENDED THROUGH JULY 23, 1998)

ARTICLE I

OFFICES

          Section 1.  The registered office shall be in the City of 
Wilmington, County of New Castle, State of Delaware.

          Section 2. The corporation may also have offices at such other 
places both within and without the State of Delaware as the board of 
directors may from time to time determine or the business of the corporation 
may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of the stockholders for the election of 
directors shall be held in the City of St. Paul, State of Minnesota, at such 
place as may be fixed from time to time by the board of directors, or at such 
other place either within or without the State of Delaware as shall be 
designated from time to time by the board of directors and stated in the 
notice of the meeting.   Meetings of stockholders for any other purpose may 
be held at such time and place, within or without the State of Delaware, as 
shall be stated in the notice of the meeting or in a duly executed waiver of 
notice thereof.

          Section 2.  Annual meetings of stockholders, commencing with the 
year 1982, shall be held on the fourth Wednesday of April if not a legal 
holiday, and if a legal holiday, then on the next secular day following, at 
3:00 P.M., or at such other date and time as shall be designated from time to 
time by the board of directors and stated in the notice of the meeting, at 
which they shall elect directors by a plurality vote, and transact such other 
business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and 
hour of the meeting shall be given to each stockholder entitled to vote at 
such meeting not less than twenty nor more than forty-five days before the 
date of the meeting.

          Section 4. The officer who has charge of the stock ledger of the 
corporation shall prepare and make, at least ten days before every meeting of 
stockholders, a complete list of the stockholders entitled to vote at the 
meeting, arranged in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the name of each 
stockholder. Such list shall be open to the examination of any stockholder, 
for any purpose germane to the meeting, during ordinary business hours, for a 
period of at least ten days prior to the meeting, either at a place within 
the city where the meeting is to be held, which place shall be specified in 


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the notice of the meeting, or, if not so specified, at the place where the 
meeting is to be held. The list shall also be produced and kept at the time 
and place of the meeting during the whole time thereof, and may be inspected 
by any stockholder who is present.

Section 5.  Special meetings of the stockholders, for any purpose or 
purposes, unless otherwise prescribed by statute or by the certificate of 
incorporation, may be called by the president and shall be called by the 
president or secretary at the request in writing of a majority of the board 
of directors, or at the request in writing of stockholders owning a majority 
in amount of the entire capital stock of the corporation issued and 
outstanding and entitled to vote. Such request shall state the purpose or 
purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and 
hour of the meeting and the purpose or purposes for which the meeting is 
called, shall be given not less than twenty nor more than forty-five days 
before the date of the meeting, to each stockholder entitled to vote at such 
meeting.

Section 7. Business transacted at any special meeting of stockholders shall 
be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and 
entitled to vote thereat, present in person or represented by proxy, shall 
constitute a quorum at all meetings of the stockholders for the transaction 
of business except as otherwise provided by statute or by the certificate of 
incorporation.  If, however, such quorum shall not be present or represented 
at any meeting of the stockholders, the stockholders entitled to vote 
thereat, present in person or represented 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 or represented.  At such 
adjourned meeting at which a quorum shall be present or represented any 
business may be transacted which might have been transacted at the meeting as 
originally notified.  If the adjournment is for more than thirty days, or if 
after the adjournment a new record date is fixed for the adjourned meeting, a 
notice of the adjourned meeting shall be given to each stockholder of record 
entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders 
of a majority of the stock having voting power present in person or 
represented by proxy shall decide any question brought before such meeting, 
unless the question is one upon which by express provision of the statutes or 
of the certificate of incorporation, a different vote is required in which 
case such express provision shall govern and control the decision of such 
question.

Section 10.  Unless otherwise provided in the certificate of incorporation 
each stockholder shall at every meeting of the stockholders be entitled to 
one vote in person or by proxy for each share of the capital stock having 
voting power held by such stockholder, but no proxy shall be voted on after 
three years from its date, unless the proxy provides for a longer period.

At all elections of directors of the corporation each stockholder having 
voting power shall be entitled to exercise the right of cumulative voting as 
provided in the certificate of incorporation, but only if so provided.

Section 11.  Unless otherwise provided in the certificate of incorporation, any
action required to 


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be taken at any annual or special meeting of stockholders of the corporation, 
or any action which may be taken at any annual or special meeting of such 
stockholders, may be taken without a meeting, without prior notice and 
without a vote, if a consent in writing, setting forth the action so taken, 
shall be signed by the holders of outstanding stock having not less than the 
minimum number of votes that would be necessary to authorize or take such 
action at a meeting at which all shares entitled to vote thereon were present 
and voted.  Prompt notice of the taking of the corporate action without a 
meeting by less than unanimous written consent shall be given to those 
stockholders who have not consented in writing.

ARTICLE Ill
DIRECTORS

          Section 1.

          (a)  The number of directors, which shall constitute the whole 
board, shall be not less than three.  The first board shall consist of three 
directors. Thereafter, within the limits above specified, the number of 
directors shall be determined by resolution of the board of directors.  The 
directors shall be elected at the annual meeting of the stockholders, except 
as provided in Section 2 of this Article III.  Directors need not be 
stockholders of the corporation.

          (b)  The board of directors shall be and is divided into three 
classes: Class I, Class II and Class III.  No one class shall have more than 
one director more than any other class.  If a fraction is contained in the 
quotient arrived at by dividing the authorized number of directors by three, 
then, if such fraction is one-third, the extra director shall be a member of 
Class I, and if such fraction is two-thirds, one of the extra directors shall 
be a member of Class I and one of the extra directors shall be a member of 
Class II, unless otherwise provided from time to time by resolution adopted 
by the board of directors. 

          (c)  Each director shall serve for a term ending on the date of the 
third annual meeting following the annual meeting at which such director was 
elected; provided, that each initial director in Class I shall serve for a 
term ending on the date of the annual meeting next following the end of the 
corporation's fiscal year ending December 31, 1997; each initial director in 
Class II shall serve for a term ending on the date of the annual meeting next 
following the end of the corporation's fiscal year ending December 31, 1998; 
and each initial director in Class III shall serve for a term ending on the 
date of the annual meeting next following the end of the corporation's fiscal 
year ending December 31, 1999; provided further, that the term of each 
director shall continue until the election and qualification of his successor 
and shall be subject to his earlier death, resignation or removal.

          Section 2.

          (a)  In the event of any increase or decrease in the authorized 
number of directors, (i) each director then serving as such shall 
nevertheless continue as a director of the class of which he is a member 
until the expiration of his current term, subject to his earlier death, 
resignation or removal, and (ii) 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 in accordance 
with the provisions of Article III, Section 1.


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          (b)  Unless and until filled by the stockholders, any vacancy in 
the board of directors, however occurring, including a vacancy resulting from 
the enlargement of the board, may be filled by a vote of a majority of the 
directors then in office, although less than a quorum, or by a sole remaining 
director.  A director elected to fill a vacancy shall be elected to hold 
office until the next election of the class for which such director shall 
have been chosen, subject to the election and qualification of his successor 
and to his earlier death, resignation or removal.

Section 3. The business of the corporation shall be managed by or under the 
direction of its board of directors which may exercise all such powers of the 
corporation and do all such lawful acts and things as are not by statute or 
by the certificate of incorporation or by these by-laws directed or required 
to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.  The board of directors of the corporation may hold meetings, both 
regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall 
be held at such time and place as shall be fixed by the vote of the 
stockholders at the annual meeting and no notice of such meeting shall be 
necessary to the newly elected directors in order legally to constitute the 
meeting, provided a quorum shall be present.  In the event of the failure of 
the stockholders to fix the time or place of such first meeting of the newly 
elected board of directors, or in the event such meeting is not held at the 
time and place so fixed by the stockholders, the meeting may be held at such 
time and place as shall be specified in a notice given as hereinafter 
provided for special meetings of the board of directors, or as shall be 
specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without 
notice at such time and at such place as shall from time to time be 
determined by the board.

Section 7. Special meetings of the board may be called by the president on 
two days' notice to each director, either personally or by mail or by 
telegram; special meetings shall be called by the president or secretary in 
like manner and on like notice on the written request of two directors unless 
the board consists of only one director; in which case special meetings shall 
be called by the president or secretary in like manner and on like notice on 
the written request of the sole director.

Section 8. A majority of the total number of directors then in office shall 
constitute a quorum at all meetings of the board of directors.  In the event 
one or more of the directors shall be disqualified to vote at any meeting, 
then the required quorum shall be reduced by one for each such director so 
disqualified; PROVIDED, HOWEVER, that in no case shall less than one-third of 
the number of directors fixed pursuant to Article III, Section 1 constitute a 
quorum.  If at any meeting of the board of directors there shall be less than 
such a quorum, a majority of those present may adjourn the meeting from time 
to time.  Every act or decision done or made by a majority of the directors 
present at a meeting duly held at which a quorum is present shall be regarded 
as the act of the board of directors unless a greater number is required by 
law, by these by-laws or by the certificate of incorporation.


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Section 9. Unless otherwise restricted by the certificate of incorporation or 
these by-laws, any action required or permitted to be taken at any meeting of 
the board of directors or of any committee thereof may be taken without a 
meeting, if all members of the board or committee, as the case may be, 
consent thereto in writing, and the writing or writings are filed with the 
minutes of proceedings of the board or committee.

Section 10.   Unless otherwise restricted by the certificate of incorporation 
or these by-laws, members of the board of directors, or any committee 
designated by the board of directors, may participate in a meeting of the 
board of directors, or any committee, by means of conference telephone or 
similar communications equipment by means of which all persons participating 
in the meeting can hear each other, and such participation in a meeting shall 
constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

          Section 11.  The board of  directors  may,  by  resolution passed 
by a majority of the whole board, designate one or more committees, each 
committee to consist of one or more of the directors of the corporation.  The 
board may designate one or more directors as alternate members of any 
committee, who may replace any absent or disqualified member at any meeting 
of the committee.

In the absence or disqualification of a member of a committee, the member or 
members thereof present at any meeting and not disqualified from voting, 
whether or not he or they constitute a quorum, may unanimously appoint 
another member of the board of directors to act at the meeting in the place 
of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of 
directors, shall have and may exercise all the powers and authority of the 
board of directors in the management of the business and affairs of the 
corporation, and may authorize the seal of the corporation to be affixed to 
all papers which may require it; but no such committee shall have the power 
or authority in reference to amending the certificate of incorporation, 
adopting an agreement of merger or consolidation, recommending to the 
stockholders the sale, lease or exchange of all or substantially all of the 
corporation's property and assets, recommending to the stockholders a 
dissolution of the corporation or a revocation of a dissolution, or amending 
the by-laws of the corporation; and, unless the resolution or the certificate 
of incorporation expressly so provide, no such committee shall have the power 
or authority to declare a dividend or to authorize the issuance of stock.

          Such committee or committees shall have such name or names as may 
be determined from time to time by resolution adopted by the board of 
directors.

Section 12.  Each committee shall keep regular minutes of its meetings and 
report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.  Unless otherwise restricted by the certificate of incorporation 
or these by-laws, the board of directors shall have the authority to fix the 
compensation of directors.  The directors 


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may be paid their expenses, if any, of attendance at each meeting of the 
board of directors and may be paid a fixed sum for attendance at each meeting 
of the board of directors or a stated salary as director.  No such payment 
shall preclude any director from serving the corporation in any other 
capacity and receiving compensation therefor.  Members of special or standing 
committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless the certificate of incorporation provides otherwise, if 
and for so long as the board of directors is classified pursuant to Section 
141(d) of the General Corporation Law of Delaware, stockholders may effect 
the removal of a director or the entire board of directors only for cause.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the 
certificate of incorporation or of these bylaws, notice is required to be 
given to any director or stockholder, it shall not be construed to mean 
personal notice, but such notice may be given in writing, by mail, addressed 
to such director or stockholder, at his address as it appears on the records 
of the corporation, with postage thereon prepaid, and such notice shall be 
deemed to be given at the time when the same shall be deposited in the United 
States mail.  Notice to directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provisions 
of the statutes or of the certificate of incorporation or of these by-laws, a 
waiver thereof in writing, signed by the person or persons entitled to said 
notice, whether before or after the time stated therein, shall be deemed 
equivalent thereto.

ARTICLE V
OFFICERS

          Section 1. The officers of the corporation shall be chosen by the 
board of directors and shall be a chief executive officer, a president, a 
vice-president, a secretary and a treasurer.  The board of directors may also 
choose additional vice-presidents, and one or more assistant secretaries and 
assistant treasurers.  Any number of offices may be held by the same person, 
unless the certificate of incorporation or these by-laws otherwise provide.  
The Board may designate administrative officers of the corporation in 
addition to corporate officers.  Such administrative and divisional vice 
presidents and directors shall be deemed officers of the Company for purposes 
of coverage under the Company's indemnification provisions, Directors and 
Officer's liability insurance coverage and participation in Company benefit 
plans and policies. 

          Section 2. The board of directors at its first meeting after each 
annual meeting of stockholders shall choose a chief executive officer, a 
president, one or more vice-presidents, a secretary and a treasurer.

          Section 3. The board of directors may appoint such other officers 
and agents as it 


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shall deem necessary who shall hold their offices for such terms and shall 
exercise such powers and perform such duties as shall be determined from time 
to time by the board.  The appointment of a chairman or vice-chairman of the 
board or other similar officer of the corporation shall require the 
affirmative vote of at least three-fourths of the members of the board of 
directors then in office.

          Section 4.  The salaries of all officers and agents of the 
corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their 
successors are chosen and qualify.  Any officer elected or appointed by the 
board of directors may be removed at any time by the affirmative vote of a 
majority of the board of directors.  Any vacancy occurring in any office of 
the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.  The President shall have general management and supervision of 
the business operations and affairs of the corporation and may execute and 
deliver in the name of the corporation powers of attorney, contracts, bonds 
and other obligations and instruments.

THE VICE-PRESIDENTS

          Section 7.  In the absence of the chief executive officer and the 
president or in the event of their inability or refusal to act, the 
vice-president (or in the event there be more than one vice-president, the 
vice-presidents in the order designated by the directors, or in the absence 
of any designation then in the order of their election) shall perform the 
duties of the chief executive officer and the president, and when so acting, 
shall have all the powers of and be subject to all the restrictions upon the 
president.  The vice-presidents shall perform such other duties and have such 
other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

          Section 8. The secretary shall attend all meetings of the board of 
directors and all meetings of the stockholders and record all the proceedings 
of the meetings of the corporation and of the board of directors in a book to 
be kept for that purpose and shall perform like duties for the standing 
committees when required.  He shall give, or cause to be given, notice of all 
meetings of the stockholders and special meetings of the board of directors, 
and shall perform such other duties as may be prescribed by the board of 
directors or president, under whose supervision he shall be.  He shall have 
custody of the corporate seal of the corporation and he, or an assistant 
secretary shall have authority to affix the same to any instrument requiring 
it and when so affixed, it may be attested by his signature or by the 
signature of such assistant secretary.  The board of directors may give 
general authority to any other officer to affix the seal of the corporation 
and to attest the affixing by his signature.

          Section 9.  The assistant secretary, or if there be more than one, 
the assistant secretaries in the order determined by the board of directors 
(or if there be no such determination, then in the order of their election) 
shall, in the absence of the secretary or in the event of his 


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inability or refusal to act, perform the duties and exercise the powers of 
the secretary and shall perform such other duties and have such other powers 
as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

          Section 10.  The treasurer shall have the custody of the corporate 
funds and securities and shall keep full and accurate accounts of receipts 
and disbursements in books belonging to the corporation and shall deposit all 
moneys and other valuable effects in the name and to the credit of the 
corporation in such depositories as may be designated by the board of 
directors.

Section 11.  He shall disburse the funds of the corporation as may be ordered 
by the board of directors, taking proper vouchers for such disbursements, and 
shall render to the president and the board of directors, at its regular 
meetings, or when the board of directors so requires, an account of all his 
transactions as treasurer and of the financial condition of the corporation.

Section 12.  If required by the board of directors, he shall give the 
corporation a bond (which shall be renewed every six years) in such sum and 
with such surety or sureties as shall be satisfactory to the board of 
directors for the faithful performance of the duties of his office and for 
the restoration to the corporation, in case of his death, resignation, 
retirement or removal from office, of all books, papers, vouchers, money and 
other property of whatever kind in his possession or under his control 
belonging to the corporation.

          Section 13.  The assistant treasurer, or if there shall be more 
than one, the assistant treasurers in the order determined by the board of 
directors (or if there be no such determination, then in the order of their 
election, shall, in the absence of the treasurer or in the event of his 
inability or refusal to act, perform the duties and exercise the powers of 
the treasurer and shall perform such other duties and have such other powers 
as the board of directors may from time to time prescribe.

THE CHIEF EXECUTIVE OFFICER           
          Section 14. The chief executive officer of the corporation shall 
preside at all meetings of the stockholders and the board of directors, shall 
have general and active management of the business of the corporation and 
shall see that all orders and resolutions of the board of directors are 
carried into effect.

          Section 15. He shall execute bonds, mortgages and other contracts 
requiring a seal, under the seal of the corporation, except where required or 
permitted by law to be otherwise signed and executed and except where the 
signing and execution thereof shall be expressly delegated by the board of 
directors to some other officer or agent of the corporation.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have 
a certificate, signed by, or in the name of the corporation by, the chairman 
or vice-chairman of the board of directors, 


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or the president or a vice-president and the treasurer or an assistant 
treasurer, or the secretary or an assistant secretary of the corporation, 
certifying the number of shares owned by him in the corporation.

Certificates may be issued for partly paid shares and in such case upon the 
face or back of the certificates issued to represent any such partly paid 
shares, the total amount of the consideration to be paid therefor, and the 
amount paid thereon shall be specified.

          If the corporation shall be authorized to issue more than one class 
of stock or more than one series of any class, the powers, designations, 
preferences and relative, participating, optional or other special rights of 
each class of stock or series thereof and the qualification, limitations or 
restrictions of such preferences and/or rights shall be set forth in full or 
summarized on the face or back of the certificate which the corporation shall 
issue to represent such class or series of stock, provided that, except as 
otherwise provided in section 202 of the General Corporation Law of Delaware, 
in lieu of the foregoing requirements, there may be set forth on the face or 
back of the certificate which the corporation shall issue to represent such 
class or series of stock, a statement that the corporation will furnish 
without charge to each stockholder who so requests the powers, designations, 
preferences and relative, participating, optional or other special rights of 
each class of stock or series thereof and the qualifications, limitations or 
restrictions of such preferences and/or rights.

Section 2. Any of or all the signatures on the certificate may be facsimile.  
In case any officer, transfer agent or registrar who has signed or whose 
facsimile signature has been placed upon a certificate shall have ceased to 
be such officer, transfer agent or registrar before such certificate is 
issued, it may be issued by the corporation with the same effect as if he 
were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

          Section 3. The board of directors may direct a new certificate or 
certificates to be issued in place of any certificate or certificates 
theretofore issued by the corporation alleged to have been lost, stolen or 
destroyed, upon the making of an affidavit of that fact by the person 
claiming the certificate of stock to be lost, stolen or destroyed.  When 
authorizing such issue of a new certificate or certificates, the board of 
directors may, in its discretion and as a condition precedent to the issuance 
thereof, require the owner of such lost, stolen or destroyed certificate or 
certificates, or his legal representative, to advertise the same in such 
manner as it shall require and/or to give the corporation a bond in such sum 
as it may direct as indemnity against any claim that may be made against the 
corporation with respect to the certificate alleged to have been lost, stolen 
or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the 
corporation of a certificate for shares duly endorsed or accompanied by 
proper evidence of succession, assignation or authority to transfer, it shall 
be the duty of the corporation to issue a new certificate to the person 
entitled thereto, cancel the old certificate and record the transaction upon 


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its books.

FIXING RECORD DATE

          Section 5. In order that the corporation may determine the 
stockholders entitled to notice of or to vote at any meeting of stockholders 
or any adjournment thereof, or to express consent to corporate action in 
writing without a meeting, or entitled to receive payment of any dividend or 
other distribution or allotment of any rights, or entitled to exercise any 
rights in respect of any change, conversion or exchange of stock or for the 
purpose of any other lawful action, the board of directors may fix, in 
advance, a record date, which shall not be more than sixty nor less than ten 
days before the date of such meeting, nor more than sixty days prior to any 
other action.  A determination of stockholders of record entitled to notice 
of or to vote at a meeting of stockholders shall apply to any adjournment of 
the meeting: provided, however, that the board of directors may fix a new 
record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right 
of a person registered on its books as the owner of shares to receive 
dividends, and to vote as such owner, and to hold liable for calls and 
assessments a person registered on its books as the owner of shares, and 
shall not be bound to recognize any equitable or other claim to or interest 
in such share or shares on the part of any other person, whether or not it 
shall have express or other notice thereof, except as otherwise provided by 
the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

          Section 1.  Dividends upon the capital stock of the corporation, 
subject to the provisions of the certificate of incorporation, if any, may be 
declared by the board of directors at any regular or special meeting, 
pursuant to law.  Dividends may be paid in cash, in property, or in shares of 
the capital stock, subject to the provisions of the certificate of 
incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any 
funds of the corporation available for dividends such sum or sums as the 
directors from time to time, in their absolute discretion, think proper as a 
reserve or reserves to meet contingencies, or for equalizing dividends, or 
for repairing or maintaining any property of the corporation, or for such 
other purpose as the directors shall think conducive to the interest of the 
corporation, and the directors may modify or abolish any such reserve in the 
manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting and at 
any special meeting of the stockholders when called for by vote of the 
stockholders, a full and clear statement of the business and condition of the 
corporation.


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CHECKS

Section 4. All checks or demands for money and notes of the corporation shall 
be signed by such officer or officers or such other person or persons as the 
board of directors may from time to time designate.

FISCAL YEAR

          Section 5. The fiscal year of the corporation shall be fixed by 
resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the 
corporation, the year of its organization and the words "Corporate Seal, 
Delaware".  The seal may be used by causing it or a facsimile thereof to be 
impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees 
and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws 
may be adopted by the stockholders or by the board of directors, when such 
power is conferred upon the board of directors by the certificate of 
incorporation at any regular meeting of the stockholders or of the board of 
directors or at any special meeting of the stockholders or of the board of 
directors if notice of such alteration, amendment, repeal or adoption of new 
by-laws be contained in the notice of such special meeting.    If the power 
to adopt, amend or repeal by-laws is conferred upon the board of directors by 
the certificate of incorporation it shall not divest or limit the power of 
the stockholders to adopt, amend or repeal by-laws.

Section 2. Notwithstanding any other provisions of law, the certificate of 
incorporation or these by-laws, and notwithstanding the fact that a lesser 
percentage may be specified by law, the affirmative vote of the holders of at 
least seventy-five percent (75%) of the votes which all of the stockholders 
would be entitled to cast at an annual election of directors or class of 
directors shall be required to amend, repeal or to adopt any provision 
inconsistent with, Article II, Section 2, Article III, Section 1, Article 
III, Section 2, Article III, Section 8, Article III, Section 14, or this 
Article VIII, Section 2 of these by-laws.

Section 3.  Notwithstanding any other provisions of law, the certificate of 
incorporation of the corporation or these by-laws, and notwithstanding the 
fact that a lesser percentage may be specified by law, the affirmative vote 
of the stockholders, in accordance with Article VIII,


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Section 1, or the affirmative vote of at least three-fourths of the members 
of the board of directors then in office shall be required to amend, repeal 
or to adopt any provision inconsistent with Article V, Section 3 or this 
Article VIII, Section 3 of these by-laws.

SPECIAL NOTE REGARDING BY-LAW PROVISIONS:

          Pursuant to Section 4.10 of the Stock Purchase Agreement, dated 
November 10, 1997, among the Company and Idanta Partners Ltd., Dunn Family 
Trust and Perscilla Faily Trust, the Company agreed that an increase in the 
number of directors which shall constitute the whole board to a number of 
directors greater than four shall require the affirmative vote of 
three-fourths of the members of the board then in office.  The Company also 
agreed that the affirmative vote of three-fourths of the members of the board 
then in office shall be required to amend, repeal or to adopt any provision 
inconsistent therewith.


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