Exhibit 3.2
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243

                         RESTATED BYLAWS
                               OF
                 VITAL HEALTH TECHNOLOGIES, INC.
                FORMERLY CHERNE INDUSTRIES, INC.

                           ARTICLE ONE
                     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 statement of the Board of Directors
filed with the Secretary of State of Minnesota changing the
registered office in the manner prescribed by law. The
Corporation may have such other offices, within or without the
State of Minnesota, as the Board of Directors shall, from time to
time, determine.

     Section 1.02. Corporate Seal. If so directed by the Board of
Directors, the Corporation may use a corporate seal. The failure
to use such seal, however, shall not affect the validity of any
documents executed on behalf of the Corporation. The seal need
only include the word "seal", but it may also include, at the
discretion of the Board, such additional wording as is permitted
by law.

     Section 1.03. Shareholder Control Agreement. In the event of
any conflict or inconsistency between these Bylaws, or any
amendment hereto, and any shareholder control agreement, whenever
adopted, such shareholder control agreement shall govern the
rights of the parties.

                           ARTICLE TWO
                    MEETINGS OF SHAREHOLDERS

     Section 2.01. Place and Time of Meetings. Annual or special
meetings of the shareholders, if any, shall be held on the date
and at the time and place fixed by the Chief Executive Officer or
the Board provided, however, that any meeting called by or at the
demand of a shareholder or shareholders shall be held in the
county where the principal executive office of the Corporation is
located.

     Section 2.02. Annual Meetings. An annual meeting of the
shareholders shall be held on an annual basis as determined by
the Board of Directors. At each annual meeting, the shareholders
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 may transact any other business; provided,
however, that no business with respect to which special notice is
required by law shall be transacted unless such notice shall have
been given.


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     Section 2.03. Demand by Shareholders. Annual or special
meetings may be demanded by a shareholder or shareholders under
the following circumstances:

     (a) If an annual meeting of shareholders has not been held
during the immediately preceding fifteen (15) months, a
shareholder or shareholders holding three percent (3%) or more of
all voting shares may demand an annual meeting of shareholders by
written notice of demand given to the Chief Executive Officer or
the Chief Financial Officer of the Corporation. If the Board
fails to cause an annual meeting to be called and held as
required by law, the shareholder or shareholders making the
demand may call the meeting by giving notice as required by law,
all at the expense of the Corporation.

     (b) Special meetings of the shareholders will be called by
the Chief Executive Officer, or such other officer as may be
designated by the Board of Directors, upon written request of two
members of the Board of Directors, or upon a written request of
shareholders holding ten percent (10%) or more of the shares
entitled to vote, delivered to the President; the notice must
specify the purpose of the meeting. Within 30 days after receipt
of the notice of demand by the President, the Board of Directors
must call a special meeting of the shareholders to be held within
ninety (90) days of receipt of the notice. No business shall be
transacted at any special meeting of the shareholders except that
stated in the notice of the meeting.

     Section 2.04. Quorum; Adjourned Meetings. The holders of a
majority of the voting power of the shares entitled to vote at
the meeting shall constitute a quorum for the transaction of
business; said holders may be present at the meeting either in
person or by proxy. If, however, a quorum shall not be present in
person or by proxy at any meeting of the shareholders, those
present shall have the power to adjourn the meeting from time to
time, without notice other than by announcement at the meeting of
the date, time and location of the reconvening of the adjourned
meeting, until the requisite amount of voting shares shall be
represented. At any such adjourned meeting at which the required
number of voting shares shall be represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed. If a quorum is present when a duly called or
held meeting is convened, the shareholders may continue to
transact business until adjournment even though the withdrawal of
shareholders originally present leaves less than the proportion
or number otherwise required for 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. No proxy shall be valid after
eleven (11) months from its date, unless the proxy expressly
provides for a longer period. Unless otherwise provided by the
Articles of Incorporation or resolution of the Board of Directors
filed with the Secretary of State, each shareholder shall have
one vote for each share held. Shares owned by two or more
shareholders may be voted by any one of them unless the
Corporation receives written notice, addressed to the Board of
Directors at the address of the registered office, from any one
of them denying the authority of that person to vote those
shares. Upon demand of any shareholder, the vote upon any
question before the meeting shall be by ballot. All elections in
question shall be decided by a majority vote of the shares
entitled to vote at a duly convened meeting except as otherwise
required or permitted by statute, Articles of Incorporation or
Bylaws.


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     Section 2.06. Notice of Meetings. Notice of all meetings of
shareholders shall be given to every holder of voting shares,
except where the meeting is an adjourned meeting and the date,
time and place of the meeting were announced at the time of
adjournment. The notice shall be given at least 10 days prior to
the meeting, but not more than 60 days before the date of the
meeting; provided, that at least 14 days' notice must be given of
a meeting at which any of the following is to be considered:

     (a) When shareholders are required by law to authorize the
     sale, lease, transfer or otherwise dispose of all or
     substantially all of its property and assets including its
     good will, not in the usual and regular course of its
     business.

     (b) When shareholders are required by law to adopt an
     agreement of merger or plan of exchange. Every notice of any
     special meeting 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
     purposes stated in the call, unless all the shareholders are
     present in person or by proxy and none of them objects to
     the consideration of a particular item of business.

     Section 2.07. Waiver of Notice. A shareholder may waive
notice of any meeting of shareholders. A waiver of notice by a
shareholder entitled to notice is effective whether given before,
at or after the meeting and whether given in writing, orally or
by attendance. Attendance by a shareholder at a meeting shall
constitute a waiver of notice of that meeting, except where the
shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully
called or convened, or objects before a vote on an item of
business because the item may not lawfully be considered at the
meeting and does not participate in consideration of the item at
the meeting.

     Section 2.08. Authorization without a Meeting. Any action
required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting, if authorized in
writing or writings signed by all shareholders who would be
entitled to vote on that action. The written action is effective
when it has been signed by all of those shareholders, unless a
different effective time is provided in the written action.

     Section 2.09. Proxies. A shareholder may cast or authorize
the casting of a vote by filing a written appointment of a proxy
with an officer of the Corporation at or before the meeting at
which the appointment is to be effective.

     Section 2.10. 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. 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.
If the Board of Directors fails to fix a record date for the
determination of the shareholders entitled to notice of and to
vote at any meeting of the shareholders, the record date shall be
the twentieth (20th) day preceding the date of such meeting.


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                          ARTICLE THREE
                            DIRECTORS

     Section 3.01. General Powers. The property, affairs, and
business of the Corporation shall be managed by the Board of
Directors. The Board of Directors has the power to create and
issue rights, warrants, or options for the purchase of the
Corporation's shares. The Board of Directors may declare
dividends payable to the shareholders in cash or in shares. The
shares of the Corporation may be sold as and when the Board of
Directors shall determine. The Board of Directors may exercise
all powers of the Corporation and do all lawful acts not required
by the Articles of Incorporation, these Bylaws, or statute to be
done by the shareholders.

     Section 3.02. Number, Qualification and Term of Office. The
Board of Directors shall consist of not less than three persons.
The number of Directors shall be determined by the number of
persons elected to serve in such capacity at each annual meeting
of the shareholders of this Corporation, or at any special
meeting called and held for that purpose; provided, however, that
the Board of Directors may, by the affirmative vote of not less
than two-thirds (2/3) of those persons serving as Directors at
the time of such vote, at any meeting duly called and held for
such purposes, increase the number of directorships so
established. Any newly-created directorship resulting in such
increase in the authorized number of directors by such action of
the Board of Directors may be filled by a vote of not less than
two-thirds (2/3) of those persons serving as directors at the
time of such increase; and each person so elected shall be a
director until a successor is elected by the shareholders. The
directors need not be shareholders. Each of the directors shall
hold office until the annual meeting of shareholders next held
after his election and until his successor shall have been
elected and shall qualify, or until he shall resign or shall have
been removed as hereinafter provided.

     Section 3.03. Board Meetings, Place and Notice. meetings of
the Board of Directors may be held from time to time at any place
within or without the State of Minnesota that the Board of
Directors may designate. 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. Board
meetings may be called by any director on 24 hours notice to each
director. Every such notice shall state the date, time and place
of the meeting. Notice of a meeting called by a director, other
than a director who is the Chief Executive Officer, shall state
the purpose of the meeting. Notice may be given by mail,
telephone, telegram, or in person. 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. Waiver of Notice. A director may waive notice
of a meeting of the Board. A waiver of notice by a director is
effective, whether given before, at or after the meeting and
whether given in writing, orally or by attendance. Attendance by
a director at a meeting is a waiver of notice for that 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.


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     Section 3.05. Electronic Communications. A conference among
directors by any means of communication through which directors
may simultaneously hear each other during the conference
constitutes a Board meeting if the same notice is given of the
conference as would be required by a regular meeting, and if the
number of directors participating in the conference would be
sufficient to constitute a quorum at the meeting. Participation
in a meeting by that means constitutes presence in person at the
meeting.

     Section 3.06. Quorum. A majority of the directors currently
holding office is a quorum for the transaction of business;
provided, however, that if any vacancies exist by reason of
death, resignation or otherwise, a majority of the remaining
directors (provided such majority consists of not less than two
directors) shall constitute a quorum. In the absence of a quorum,
a majority of the directors present may adjourn the meeting from
time to time until a quorum is present. If a quorum is present
when a duly called or held meeting is convened, the directors
present may continue to transact business until adjournment, even
though the withdrawal of a number of directors originally present
leaves less than the proportion or number otherwise required for
a quorum.

     Section 3.07. Vacancies; Newly-Created Directorships.
Vacancies in the Board of Directors of this Corporation by reason
of death, resignation, increase in the number of Directors by
shareholders to the minimum number required by Section 3.02 or
otherwise, 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 in Section 3.02 may be filled by a two-
thirds (2/3) vote of the directors serving at the time of such
increase; and each person so elected shall be a director until
his successor is elected by the shareholders, who may make such
election at their next annual meeting or at any meeting duly
called for that purpose.

     Section 3.08. Removal. The entire Board of Directors or any
individual Director may be removed from office, with or without
cause, by a vote of the shareholders holding a majority of the
shares entitled to vote at an election of Directors, except as
otherwise provided by law where the shareholders have the right
to cumulate their votes. In the event that the entire Board or
any one or more Directors be so removed, new Directors may be
elected at the same meeting.

     Section 3.09. Committees. (a) A Resolution approved by the
affirmative vote of a majority of the Board my establish
committees having the authority of the Board in the management of
the business of the Corporation only to the extent provided in
the resolution. Committees shall be subject at all times to the
direction and control of the Board, except as provided in Section
3.10.
     (b) A committee shall consist of one or more natural
persons, who need not be directors, appointed by affirmative vote
of a majority of the directors present at a duly held Board
meeting.
     (c) Minutes, if any, of committee meetings shall be
available upon request to members of the committee and to any
director.
     (d) Committee members are entitled to the same
indemnification as is provided to directors under these Bylaws
and under law.
     (e) Sections 3.03, 3.04, 3.05, 3.06 and 3.11 hereof shall
apply to committees and members of the committees to the same
extent as those sections apply to the Board of Directors.


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     Section 3.10. Committee of Disinterested Persons. Pursuant
to the procedure set forth in Section 3.09, the Board may
establish a committee composed of two or more disinterested
directors or other disinterested persons to determine whether it
is in the best interest of the Corporation to pursue a particular
legal right or remedy of the corporation and whether to cause the
dismissal or discontinuance of a particular proceeding that seeks
to assert a right or remedy on behalf of the Corporation. The
committee, once established, is not subject to the direction or
control of, or termination by, the Board. A vacancy on the
committee may be filled by a majority vote of the remaining
committee members. The good faith determinations of the committee
are binding upon the Corporation and its directors, officers and
shareholders. The committee terminates when it issues a written
report of its determinations to the Board.

     Section 3.11. Absent Directors. A director may give written
consent or opposition to a proposal to be acted on at a Board
meeting by giving a written statement to the Chairman of the
Board or acting Chairman of the Board setting forth a summary of
the proposal to be voted on containing a statement from the
director on how he votes on such proposal. If the 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 of 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 3.12 Resignation. Any director may resign at any
time by giving written notice to the Corporation. Such
resignation shall take effect when received by the Corporation,
or at any later time specified therein. Acceptance of resignation
shall not be necessary to make it effective.

     Section 3.13. Action Without a Meeting. Any action required
or permitted to be taken at a Board meeting may be taken by
written action signed by all the directors. If the proposed
action need not be approved by the shareholders and if the
Articles of Incorporation so provide, action may be taken by
written consent by the number of directors that would be required
to take the same action at a meeting of the Board of Directors at
which all directors were present. The written action is effective
on the date when signed by all of the directors unless a
different effective time is provided in the written action.

     Section 3.14. Compensation of Directors. By resolution of
the Board of Directors, each director may be paid his or her
expenses, if any, of attendance at each Board meeting and may be
paid a stated amount as a director or a fixed sum for attendance
at each Board meeting, or both. No such payment shall preclude a
director from serving the Corporation in any other capacity and
receiving compensation therefore.

                          ARTICLE FOUR
                            OFFICERS

     Section 4.01. Number and Designation. The Corporation shall have
one or more natural persons exercising the functions of the offices of
Chief Executive Officer and Chief  Financial  Officer.  The  Board  of
Directors may elect or appoint such other officersor agents as it deems


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necessary   for   the   operation   and   management of the
Corporation,  with  such  powers,  rights,  duties  and
responsibilities as may be determined by the Board, including,
without limitation, a Chairman of the Board (who shall be
director), a President, one or more Vice Presidents, a Secretary
and a Treasurer, each of whom shall have the powers, rights,
duties and responsibilities set forth in these By-Laws unless
otherwise determined by the Board. Any of the offices or
functions of those offices may be held by the same person.

     Section 4.02. Chief Executive officer. Either the Chairman
of the Board or the President of the Corporation may be
determined from time to time by the Board to be the Chief
Executive Officer of the Corporation. Unless provided otherwise
by a resolution adopted by the Board of Directors, the Chief
Executive Officer (a) shall have general active management of the
business of the Corporation; (b) shall, when present, preside at
all meetings of the shareholders; (c) shall see that all orders
and resolutions of the Board are carried into effect; (d) shall
sign and deliver in the name of the Corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to
the business of the Corporation, except in cases in which the
authority to sign and deliver is required by law to be exercised
by another person or is expressly delegated by the Restated
Articles, these By-Laws or the Board to some other officer or
agent of the Corporation; (e) may maintain records of and certify
proceedings of the Board and shareholders; and (f) shall perform
such other duties as may from time to time be assigned to him by
the Board.

     Section 4.03 Chief Financial Officer. Unless provided
otherwise by a resolution adopted by the Board of Directors, the
Chief Financial Officer (a) shall keep accurate financial records
for the Corporation; (b) shall deposit all monies, drafts and
checks in the name of and to the credit of the Corporation in
such banks and depositories as the Board of Directors shall
designate from time to time; (c) shall endorse for deposit all
notes, checks and drafts received by the Corporation as ordered
by the Board, making proper vouchers therefore; (d) shall
disburse corporate funds and issue checks and drafts in the name
of the Corporation, as ordered by the Board; (e) shall render to
the Chief Executive Officer and the Board of Directors, whenever
requested, an account of all of his transactions as Chief
Financial Officer and of the financial condition of the
Corporation; and (f) shall perform such other duties as may be
prescribed by the Board of Directors or the Chief Executive
Officer from time to time.

     Section 4.04 Chairman of the Board. The Chairman of the
Board of the Corporation shall preside at all meetings of the
Board of Directors and shall perform such other functions as may
be determined from time to time by the Board.

     Section 4.05 President. The President shall be the principal
administrative officer of t Corporation and shall supervise and
control the business affairs of the Corporation. If an officer
other than the President is designated Chief Executive Officer,
the President shall perform such duties as may from time to time
be assigned to him by the Board, or if authorized by the Board,
such duties as assigned by the Chief Executive Officer.

     Section 4.06 Vice Presidents. Any one or more Vice
Presidents, if any may be designated by the Board of Directors as
Executive Vice Presidents or Senior Vice Presidents. During the
absence or disability of the President, it shall be the duty of
the highest ranking Executive Vice President, and, in the absence
of any such Vice President, it shall be the duty of the highest

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ranking Senior Vice President or other Vice President, who shall
be present at the time and able to act, to perform the duties of
the President. The determination of who is the highest ranking of
two or more persons holding the same office shall, in the absence
of specific designation of order of rank by the Board of
Directors, be made on the basis of the earliest date of
appointment or election, or, in the event of simultaneous
appointment or election, on the basis of the longest continuous
employment by the Corporation.

     Section 4.07 Secretary. The Secretary, unless otherwise
determined by the Board, shall attend all meetings of the
shareholders and all meetings of the Board of Directors, shall
record or cause to be recorded all proceedings thereof in a book
to be kept for that purpose, and may certify such proceedings.
Except as otherwise required or permitted by law or by these
ByLaws, the Secretary shall give or cause to be given notice of
all meetings of the shareholders and all meetings of the Board of
Directors.

     Section 4.08 Treasurer. Unless otherwise determined by the
Board, the Treasurer shall be the Chief Financial Officer of the
Corporation. If an officer other than the Treasurer is designated
Chief Financial Officer, the Treasurer shall perform such duties
as may from time to time be assigned to him by the Board.

     Section 4.09. Vacancies. If any office becomes vacant by
reason of death, resignation, retirement, disqualification,
removal, or other cause, the directors then in office, although
less than a quorum, may by a majority vote, choose a successor or
successors who shall hold office for the unexpired term in
respect of which such vacancy occurred.

     Section 4.10. Authority and Duties. In addition to the
foregoing authority and duties, all officers of the Corporation
shall respectively have such authority and perform such duties in
the management of the business of the Corporation as may be
designated from time to time by the Board of Directors. Unless
prohibited by a resolution approved by the affirmative vote of a
majority of the directors present, an officer elected or
appointed by the Board may, without the approval of the Board,
delegate some or all of the duties and powers of an office to
other persons.

     Section 4.11. Term. (a) All officers of the Corporation
shall hold office until their respective successors are chosen
and have qualified or until their earlier death, resignation or
removal.

     (b) An officer may resign at any time by giving written
notice to the Corporation. The resignation is effective without
acceptance when the notice is given to the Corporation, unless a
later effective date is specified in the notice.

     (c) A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a
vacancy in the office of Chief Executive Officer or Chief
Financial Officer shall, be filled for the unexpired portion of
the term by the Board.

     Section 4.12. Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors or by the
Chief Executive Officer if authorized by the Board.


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                          ARTICLE FIVE
                    SHARES AND THEIR TRANSFER

     Section 5.01. Certificates for Shares. (a) Certificates of
shares, if any, of the Corporation shall be in such form as shall
be prescribed by law and adopted by the Board of Directors,
certifying the number of shares of the Corporation owned by each
shareholder. The certificates 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 the Chief
Financial Officer or Secretary or by such officers as the Board
of Directors may designate. Such certificates shall also have
such legends as may be required by any shareholder agreement or
other agreement. Such signatures may be by facsimile if
authorized by the Board of Directors. 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.

     (b) A certificate representing shares issued by the
Corporation shall, if the Corporation is authorized to issue
shares of more than one class or series, set forth upon the face
or back of the certificate, or shall state that the Corporation
will furnish to any shareholder upon request and without charge,
a full statement of the designations, preferences, limitations
and relative rights of the shares of each class or series
authorized to be issued, so far as they have been determined, and
the authority of the Board to determine the relative rights and
preferences of subsequent classes or series.

     Section 5.02. Transfer of Shares. Transfer of certificated
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- and upon surrender of the certificate or the
certificates for such shares therefore properly endorsed. The
Corporation may treat, as the absolute owner of shares of the
Corporation, the person or persons in whose name or names the
shares are registered on the books of the Corporation. The
transfer of uncertificated shares, if any, shall be made by the
means determined by the Board of Directors.

     Section 5.03. Loss of Certificates. Any shareholder claiming
that a certificate for shares has been lost, destroyed or stolen
shall make an affidavit of that fact in such form as the Board of
Directors may require and shall, if the Board of Directors so
requires, give the corporation a sufficient indemnity bond, in
form, in an amount, and with one or more sureties satisfactory to
the Board of Directors, to indemnify the Corporation against any
claims which may be made against it on account of the reissue of
such certificate. A new certificate shall then be issued to said
shareholder for the same number of shares as the one alleged to
have been destroyed, lost or stolen.

     Section 5.04. Uncertificated Shares. Some or all of any or
all classes and series of the shares of stock of this
Corporation, upon a resolution approved by the Board of
Directors, may be uncertificated shares. Within twenty (20)
calendar  days  after  the  issuance  or  transfer  of


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uncertificated shares, the Chief Executive Officer shall send
to the shareholder such notice as required by Chapter 302A.

     Section 5.05. Transfer Agent and Registrar. The Board of
Directors may appoint one or more transfer agents or transfer
clerks and one or more registrars and may require all
certificates for shares to bear the signature or signatures of
any of them.

     Section 5.06. Facsimile Signature. Where any certificate is
manually signed by a transfer agent, a transfer clerk, or a
registrar appointed by the Board of Directors to perform such
duties, a facsimile or engraved signature of the Chief Executive
Officer or other proper officer of the Corporation authorized by
the Board of Directors, may be inscribed on the certificate in
lieu of the actual signature of the officer. The fact that a
certificate bears the facsimile signature of an officer who has
ceased to hold office does not affect the validity of the
certificate if otherwise validly issued.

     Section 5.07. Registered Shareholders. 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 shall be entitled to
hold liable for calls and assessments a person so 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 applicable statute.

                           ARTICLE SIX
                         INDEMNIFICATION

     Section 6.01. Indemnification. The Corporation shall
indemnify such persons, for such expenses and liabilities, in
such manner, under such circumstances, and to such extent, as
required or permitted by Minnesota Statutes, Section 302A.521, as
amended from time to time, or as required or permitted by other
provisions of law.

     Section 6.02. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person in such person's
official capacity against any liability asserted against and
incurred by such person in or arising from that capacity, whether
or not the Corporation would otherwise be required to indemnify
the person against the liability.

                          ARTICLE SEVEN
                    GENERAL CORPORATE MATTERS

     Section 7.01. (a) Distribution. Subject to the provisions of
the Articles of Incorporation of these Bylaws or any agreement to
which the Corporation or party or by which it has notice, the
Board of Directors may declare dividends (either payable in cash,
property or shares), acquire, exchange shares or make other
distributions with respect to shares, and such amounts in its
opinion the condition and affairs of the Corporation shall render
advisable. The Board of Directors shall fix a record date, for
the purpose of determining the eligibility of shareholders on the
date they received distributions, not more than sixty (60) days


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preceding the date of distribution; if no record date is
specified in the resolution approving distribution, the record
date shall be the date of resolution.

     (b) Reserves. 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 purposes 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.

     Section 7.02 Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation, such banks, trust companies or other
depositories as the Board of Directors may select.

     Section 7.03. Loans. The Corporation may lend money to,
guarantee an obligation of, become surety for, or otherwise
financially assist a person to the extent permitted by Section
302A.501 of the Minnesota Statutes as now enacted or hereafter
amended.

     Section 7.04. Voting Securities Held by 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 and to vote at any meeting of the
security holders of other Corporations in which the Corporation
may hold security; (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 or on behalf of this
Corporation. At such meeting by such proxy or by such writing in
lieu of a meeting, the Chief Executive Officer shall possess any
and all rights and powers incident to the ownership of such
securities that the Corporation might have possessed and
exercised if it had been present. The Board of Directors may,
from time to time, confer like powers upon any other person or
persons.

                          ARTICLE EIGHT
               BOOKS OF RECORD, AUDIT FISCAL YEAR

     Section 8.01. Share Register. The Board of Directors of the
Corporation shall cause to be kept at its principal executive
office, or in other place or places within the United States as
determined by the Board, a share register not more than one year
old, containing the names and addresses of the shareholders and
the number and classes of the shares held, and the dates on which
the certificates therefore were issued.

     Section 8.02. Books and Records and Other Documents. The
Board of Directors shall cause to be kept at its principal
executive office, originals or copies of:

     (a) Records of all proceedings of the shareholders and
     directors for the last three years.

     (b) Its Articles of Incorporation and all amendments
     currently in effect.

     (c) Its Bylaws and all amendments currently in effect.


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     (d) Financial statements required by Minn. Stat. 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 the
     governmental agency as a matter of public record.

     (e) Reports made to shareholders generally within the last
     three years.

     (f) A statement of the names and usual business addresses of
     its directors and principal officers.

     (g) If applicable, voting trust agreements described in
     Minn.Stat.  302A.43.

     (h) If applicable, shareholder control agreements described
     in Minn. Stat.  302A.47.


     Section 8.03. Audit. The Board of Directors shall cause the
records and books of account of the Corporation to be audited
each fiscal year.

     Section 8.04. Fiscal Year. The fiscal year of the
Corporation shall begin on the first day in January of each year.

                          ARTICLE NINE
                           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 be given to the
Directors of such meeting. Such authority of the Board of
Directors is subject to the power of the shareholders to change
or repeal such Bylaws; provided, however, that the Board of
Directors shall not adopt, amend or repeal any Bylaw fixing a
quorum for any meetings of shareholders, prescribing procedures
for removing directors or filling vacancies in the Board of
Directors, or fixing the number of Directors or their
classifications, qualifications or terms of office, but may adopt
or amend a Bylaw that increases the number of Directors.

     Adopted this 6th day of February, 1985.

BY RESOLUTION OF THE BOARD OF DIRECTORS OF:

                          CHERNE INDUSTRIES, INC.

                         By: /s/Joan A. Cherne
                                Joan A. Cherne
                         Its: Secretary




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