COMPOSITE BYLAWS
                                       OF
                          HEALTH RISK MANAGEMENT, INC.
                                      AS OF
                                  MAY 17, 1997



                                   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  who serve for an  indefinite  term or whose terms have expired or are
due to expire within six months after the date of the meeting.


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         (c) At any regular meeting of shareholders, only such business shall be
conducted,  and only such  proposals  shall be acted upon,  as properly  brought
before the  meeting.  In order for  business to be properly  brought  before the
meeting,  the business must either be (i) specified in the notice of meeting (or
any supplement  thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the direction of the
Board, or (iii) otherwise  properly brought before the meeting by a shareholder.
In addition to any other  applicable  requirements,  for business to be properly
brought before a regular  meeting by a shareholder,  the  shareholder  must have
given timely notice thereof in writing to the Secretary of the  corporation.  To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation, not less than 50 days and no
more than 75 days prior to the meeting. A shareholder's  notice to the Secretary
shall set forth as to each matter that the shareholder  proposes to bring before
the  regular  meeting  (i) a brief  description  of the  business  desired to be
brought before the regular  meeting and the reasons for conducting such business
at the  regular  meeting,  (ii) the name and record  address of the  shareholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the shareholder,  and (iv) any material interest
of the  shareholder  in such  business.  For  purposes of this  Section 2.02 and
Section 2.10 of these Bylaws,  reference to a requirement  to deliver  notice of
information  to the  corporation  within a set  number of days in  advance  of a
regular meeting shall mean that such notice must be delivered within such number
of days in advance of the first  anniversary  of the  preceding  year's  regular
meeting;  provided,  however,  that in the  event  that the date of the  regular
meeting  is  advanced  by more than 20 days or delayed by more than 60 days from
the first  anniversary of the preceding  year's regular  meeting,  notice by the
shareholder  to be  timely  must be so  delivered  not  later  than the close of
business on the later of the 50th day prior to such regular  meeting or the 10th
day  following  the day on  which  notice  of such  meeting  is  first  given to
shareholders.  For purposes of these Bylaws,  notice shall be deemed to be first
given to  shareholders  when  disclosure  of such date is first  made in a press
release  reported by a national  news  service or a report  disseminated  by any
comparable media for the  dissemination of information or any document  publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934.


         (d)  Notwithstanding  anything  in these  Bylaws  to the  contrary,  no
business shall be conducted at the regular meeting except in accordance with the
procedures set forth in this Section,  provided,  however,  that nothing in this
Section  shall be  deemed  to  preclude  discussion  by any  shareholder  of any
business properly brought before the regular meeting.

         (e) The chairman of the regular  meeting  shall,  if the facts warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance with the provisions of this Section, and if the
chairman  should so determine,  the chairman shall so declare to the meeting and
any  such  business  not  properly  brought  before  the  meeting  shall  not be
transacted.

          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  President,
Treasurer, 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.


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          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. 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.

          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 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 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.

          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 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.


<PAGE>

          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.

          Section 2.10.  Shareholder  Nomination of Directors.  Not less than 50
days and no more  than 75 days  prior to the date of the  regular  meeting,  any
shareholder  who  intends to make a  nomination  at the  regular  meeting  shall
deliver a notice in writing to the  Secretary of the  corporation  setting forth
(a) as to each nominee whom the shareholder proposes to nominate for election or
re-election as a director,  (i) the name,  age,  business  address and residence
address of the nominee,  (ii) the  principal  occupation  or  employment  of the
nominee,  (iii) the class and number of shares of stock of the corporation which
are beneficially owned by the nominee, and (iv) any other information concerning
the  nominee  that  would be  required,  under the rules of the  Securities  and
Exchange Commission, in a proxy statement soliciting proxies for the election of
such nominee;  and (b) as to the shareholder giving the notice, (i) the name and
record  address of the  shareholder,  and (ii) the class and number of shares of
stock of the corporation  which the shareholder  beneficially  owns. Such notice
shall  include a signed  consent to serve as a director  of the  corporation  if
elected of such nominee.  The  corporation  may require any proposed  nominee to
furnish  such  further   information  as  may  reasonably  be  required  by  the
corporation to determine the eligibility of such proposed  nominee to serve as a
director of the corporation.

                                  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 number of
directors of the corporation shall be determined from time to time by resolution
duly  adopted  by the  Board of  Directors.  Unless  otherwise  provided  by the
Articles of  Incorporation,  each  director  shall hold office until the regular
meeting of shareholders next held after such director's  election and 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 by the Board.  In the absence of  designation  by
the Board of Directors,  Board meetings shall be held at the principal executive
office of the corporation, except as may be otherwise unanimously agreed orally,
or in writing, or by attendance.  If a meeting schedule is adopted by the Board,
or if the date and time of a Board  meeting  has been  announced  at a  previous
meeting, no notice is required.

          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.

          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 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.


<PAGE>

          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.

          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 then  Continuing  Directors  (as  defined in Section  3.10
below) 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 majority  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 meeting at which
directors of the same class are scheduled to be elected.

         Section 3.10. Removal.  Any or all of the directors may be removed from
office at any time only by one of the following two methods:  (a) for cause,  by
the affirmative vote of the holders of at least 75% of the outstanding shares of
the  corporation  entitled to vote at an election of directors,  considered  for
purposes of this section to be voting as a class;  or (b) with or without cause,
by the affirmative  vote of both (i) a majority of the entire Board of Directors
and (ii) a majority  of the then  Continuing  Directors.  For  purposes  of this
section, a "Continuing Director" at a particular time shall mean a person who is
then a member of the Board and  either (i) was a member of the Board on the date
of adoption of this bylaw or (ii)  subsequently  became a member of the Board if
such person's election to the Board was recommended or approved by a majority of
the then Continuing Directors.

         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, except as provided by Minnesota Statutes Section 302A.243.

         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.


<PAGE>

         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 all 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 or such fixed
annual sum or both 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  President,  a
Treasurer,  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  President,  Treasurer  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 President 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 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.

          Section 4.05.  President.  The President  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 shall  preside at
all meetings of the shareholders and directors. He shall see that all orders and
resolutions of the Board of Directors are carried into effect.  He 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 shall
maintain records of and, when 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 President. He shall have such other duties as may,
from time to time, be prescribed by the Board of Directors.


<PAGE>

          Section 4.06. 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
President.  In the event of the absence or  disability  of the  President,  Vice
Presidents  shall succeed to his power and duties in the order designated by the
Board of Directors.

          Section 4.07. Secretary.  The Secretary, if one is elected, shall give
proper notice of meetings of shareholders  and directors.  He shall perform such
other duties as may,  from time to time, be prescribed by the Board of Directors
or by the President.

          Section 4.08.  Treasurer.  The Treasurer  shall be the chief financial
officer and shall keep accurate financial records for the corporation.  He 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 shall have power to endorse, for deposit, all notes,
checks and drafts  received by the  corporation.  He shall disburse the funds of
the  corporation,  as ordered by the Board of Directors,  making proper vouchers
therefor.  He  shall  render  to  the  President  and  the  directors,  whenever
requested,  an account of all his transactions as Treasurer 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 President.

          Section 4.09.  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 or by such  other  officer as the
Board  of  Directors  may  designate.  A  signature  on a  certificate  may be a
facsimile.  Every  certificate  surrendered to the  corporation  for exchange or
transfer shall be cancelled,  and no new  certificate or  certificates  shall be
issued in exchange for any existing  certificate until such existing certificate
shall have been so cancelled, 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 issued
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 capital  upon a share
dividend.  At the time of such issuance of shares,  the Board of Directors 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
issued.

          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.


<PAGE>

          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 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.

                                  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;

          (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;


<PAGE>

          (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.

                                  ARTICLE VIII.
                          LOANS, GUARANTEES, SURETYSHIP

          Section  8.01.  The  corporation  may  lend  money  to,  guarantee  an
obligation of, become a surety for, or otherwise  financially assist a 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

          (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

          Section 9.01. 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.



<PAGE>

                                   ARTICLE X.
                                   AMENDMENTS

          Section  10.01.   Unless   otherwise   provided  in  the  Articles  of
Incorporation,  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.  Unless otherwise provided in the Articles of Incorporation,  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  for  removing
directors of 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 President 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 President 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 President upon any other person or persons.

          Section  11.02.  Purchase  and Sale of  Securities.  Unless  otherwise
ordered  by the Board of  Directors,  the  President  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.