EXHIBIT 3.2


                           AMENDED AND RESTATED BYLAWS
                                       OF
                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.


                                   ARTICLE 1.
                                     OFFICES

     1.1. Registered Office. The registered office of the corporation shall be
7400 Excelsior Boulevard, Minneapolis, Minnesota 55426. The Board of Directors
shall have authority to change the registered office of the corporation from
time to time, and any such change shall be registered by the Secretary with the
Secretary of State of Minnesota.

     1.2. Offices. The corporation may have such other offices, including its
principal business office, either within or without the State of Minnesota, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.

                                   ARTICLE 2.
                                  SHAREHOLDERS

     2.1. Regular Meeting. Regular meetings of the shareholders of the
corporation, shall be held at the principal business office of the corporation,
or at such place as is designated by the Board of Directors at which time the
shareholders, voting as provided in the Articles of Incorporation, shall elect a
Board of Directors for the ensuing year, and shall transact such other business
as shall properly come before them.

     2.2. Frequency of Regular Meetings. Regular meetings which may also be
referred to as annual meetings of shareholders may be called at any time by a
majority of the Board of Directors. If a regular meeting of shareholders has not
been held during the immediately preceding thirteen (13) months, a shareholder
or shareholders holding three percent (3%) or more of all voting shares may
demand a regular meeting of shareholders by written notice of demand given to
the Chief Executive Officer or Secretary of the corporation within thirty (30)
days after receipt of the demand by one of those officers, the Board shall cause
a regular meeting of shareholders to be called and held on notice no later than
ninety (90) days after receipt of the demand, all at the expense of the
corporation.

     2.3. Special Meetings. Special meetings of the shareholders may be called
by the Secretary at any time upon request of the Chief Executive Officer, or two
of the members of the Board of Directors, or upon a written request of
shareholders holding ten percent (10%) or more of the capital stock entitled to
vote. The written request shall be given to the Chief Executive Officer and
shall contain the purpose of the meeting. Notice shall be given in accordance
with the provisions of Section 2.7 hereof.


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     2.4. Quorum. The holders of a majority of the shares outstanding and
entitled to vote, represented either in person or by proxy, shall constitute a
quorum for the transaction of business. The shareholders present at a duly
called or held meeting, at which a quorum of the shareholders is present, may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. In case a quorum is not
present at any meeting, those present shall have the power to adjourn the
meeting from time to time, without notice or other announcement at the meeting,
until the requisite number of voting shares shall be represented; any business
may be transacted at such reconvened meeting which might have been transacted at
the meeting which was adjourned.

     2.5. Voting. At each meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person or by proxy duly appointed
by an instrument in writing subscribed by such shareholder. Each shareholder
shall have one (1) vote for each share having voting power standing in his name
on the books of the corporation. Upon the demand of any shareholder, the vote
for director, or the vote upon any question before the meeting shall be by
ballot. All elections shall be had and all questions decided by a majority vote
of the number of shares entitled to vote and represented at any meeting at which
there is a quorum, except in such cases as shall otherwise be required or
permitted by statute, the Articles of Incorporation, these Bylaws or by
agreement approved by a majority of all shareholders.

     2.6. Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the articles
or bylaws of such corporation may prescribe, or in the absence of such
provision, as that corporation's board of directors may prescribe. Shares under
control of a personal representative, administrator, guardian, conservator,
attorney-in-fact, or other similar person may be voted by that person, either in
person or by proxy, without registration of those shares in the name of that
person. Shares under the control of a trustee in bankruptcy or a receiver may be
voted by the trustee or receiver if authority to do so is contained in an
appropriate order of the court by which the trustee or receiver was appointed. A
shareholder whose shares are pledged may vote those shares until the shares are
registered in the name of the pledgee. Shares held by a trust shall be
registered in the name of a trustee, as trustee for the trust, and may be voted
by that named trustee in person or by proxy.

     2.7. Notice of Meeting. 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 the regular meeting or any special meeting, which notice shall be
mailed at least ten (10) days prior thereto. Every notice of any special meeting
shall state the purpose or purposes of the proposed meeting, and the business
transacted at any special meetings shall be confined to purposes stated in the
call. Notice thereof may be waived in writing either before, at, or after such
meeting.

     2.8. Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxies shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.



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     2.9. Record Date. The Board of Directors may fix in advance a date, not
exceeding sixty (60) days preceding the date of any of the aforesaid events, as
a record date for the determination of shareholders entitled to notice of and to
vote at any such meeting and any adjournment thereof, or to receive any such
dividend or allotment of rights, or to exercise the rights in respect to any
change, conversion or exchange of capital stock or to give such consent, and in
such case only such shareholders on the record date so fixed shall be entitled
to notice of and to vote at such meeting and any adjournment thereof, or to
receive such dividend or allotment of rights, or to exercise such rights, or to
give such consent, as the case may be, notwithstanding any transfer of any stock
on the books of the corporation after any such record date so fixed. If the
stock transfer books are not closed and no record date is fixed for such
determination of the shareholders of record, the date on which notice of the
meeting is mailed, or the date of adoption of a resolution of the Board of
Directors declaring a dividend, allotment of rights, change, conversion or
exchange of capital stock or to give such consent, whichever is earlier, shall
be the record date for such determination of shareholders. The determination of
shareholders entitled to vote at the meeting as called shall apply to any
adjournment of such meeting except when the date of determination or the closing
of the stock transfer book is more than ninety (90) days prior to such adjourned
meeting, in which event a new meeting must be called.

     2.10. Presiding Officer. The appropriate officers of the corporation shall
preside over all meetings of the shareholders; provided, however, that in the
absence of an appropriate corporate officer at any meeting of the shareholders,
the meeting shall choose any person present to act as presiding officer of the
meeting.

     2.11. Conduct of Meetings of Shareholders. Subject to the following,
meetings of shareholders generally shall follow accepted rules of parliamentary
procedure:

           a. The chairman of the meeting shall have absolute authority over
     matters of procedure and there shall be no appeal from the ruling of the
     chairman. If the chairman, in his absolute discretion, deems it advisable
     to dispense with the rules of parliamentary procedure as to any one meeting
     of shareholders or part thereof, the chairman shall so state and shall
     clearly state the rules under which the meeting or appropriate part thereof
     shall be conducted.

           b. If disorder should arise which prevents continuation of the
     legitimate business of the meeting, the chairman may quit the chair and
     announce the adjournment of the meeting; and upon his so doing, the meeting
     is immediately adjourned.

           c. The chairman may ask or require that anyone not a bona fide
     shareholder or proxy leave the meeting.

     2.12. Order of Business. The suggested order of business at the annual
meeting of shareholders, and so far as possible at all other meetings of the
shareholders, shall be:

           a. Reading and disposal of any unapproved minutes.

           b. Annual reports of all officers and committees.


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<PAGE>

           c. Election of directors.

           d. Unfinished business.

           e. New business.

           f. Adjournment.

     2.13. Inspectors of Election. The Board of Directors in advance of any
meeting of shareholders may appoint inspectors to act at such meeting or any
adjournment thereof. If inspectors of election are not so appointed, the officer
or person acting as chairman of any such meeting may, and on the request of any
shareholder or his proxy, shall make such appointment. In case any person
appointed as inspector shall fail to appear or act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting, or at the
meeting by the officer or person acting as chairman. The inspectors of election
shall determine the number of shares outstanding, the voting power of each, the
shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes, ballots, assents or consents,
hear and determine all challenges and questions in any way arising and announce
the result, and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders.

           a. No inspector whether appointed by the Board of Directors or by the
     officer or person acting as chairman need be a shareholder.

                                   ARTICLE 3.
                                    DIRECTORS

     3.1. General Powers. The property, affairs, and business of the corporation
shall be managed by the Board of Directors.

     3.2. Number. The number of directors shall be two (2) but the number of
directors may be increased or diminished by a majority vote of the board of
directors.

     3.3. Qualifications and Term of Office. Directors need not be shareholders
or residents of the State of Minnesota. Directors shall be elected by the
shareholders at a regular meeting for an indefinite term until the next regular
meeting of shareholders and until a successor shall have been elected and
qualified. Each of the directors of the corporation shall hold office until the
regular meeting next following or closely coinciding with the expiration of his
term of office and until his successor shall have been elected and shall
qualify, or until he shall resign, or shall have been removed as provided by
statute.

     3.4. Quorum. A majority of the Board of Directors shall constitute 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 shall constitute a quorum for the conduct of business. If less than a
quorum is present at any meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.



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     3.5. Regular Meetings. As soon as practical after each regular meeting of
shareholders, the Board of Directors shall meet for the purposes of
organization, choosing the officers of the corporation and for the transaction
of other business at the place where the shareholders meeting is held or at the
place where regular meetings of the Board of Directors are held. No notice of
such meeting need be given. Such first meeting may be held at any other time and
place which shall be specified in a notice given as hereinafter provided for
special meetings or in a consent and waiver of notice signed by all the
directors.

          Other regular meetings of the Board of Directors shall be held from
time to time at such time and place as may from time to time be fixed by
resolution adopted by a majority of the whole Board of Directors. Unless notice
shall be waived by all directors entitled to notice, notice shall be given in
the same manner as prescribed for notice of special meetings.

     3.6. Special Meetings. Special meetings of the Board of Directors may be
held at such time and place as may from time to time be designated in the notice
or waiver of notice of the meeting. Special meetings of the Board of Directors
may be called by the Chief Executive Officer, or by any director. Unless notice
shall be waived by all directors entitled to notice, notice of the special
meeting shall be given by the Secretary, who shall give at least twenty-four
(24) hours notice thereof to each director by mail, telegraph, telephone, or in
person.

     3.7. Electronic Communications. A Board of Directors meeting may be had
entirely or partially by any means of communication through which the directors
may simultaneously hear each other, provided notice is given of the meeting
pursuant to Section 3.9 and there are a sufficient number of participants to
constitute a quorum.

     3.8. Absent Director. A director may give advance written consent or
opposition to a proposal to be acted on at a board of directors meeting. Such
written consent or opposition does not constitute presence for purposes of
determining the existence of a quorum. Written consent or opposition shall be
counted as a vote on the proposal if the proposal acted on is substantially the
same or has substantially the same effect as the proposal to which the director
has consented or objected.

     3.9. Notice. Unless notice is waived by all directors entitled to notice, a
regular meeting of the Board of Directors may be called by giving ten (10) days
notice to all directors. A special meeting of the Board of Directors may be
called by giving at least twenty-four (24) hours notice to all directors. Notice
may be given by mail, telegraph, telephone, or in person. If given by mail such
notice shall be deemed given when deposited in the United States mails. Notice
by mail may not be used if the meeting is called less than four (4) days from
the date of notice. The notice must specify the date, time and place of the
meeting, and if a special meeting, the purpose of the meeting.

     3.10. Manner of Acting. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

     3.11. Compensation. Directors and any members of any committee of the
corporation contemplated by these Bylaws or otherwise provided for by resolution
of the Board of Directors, shall receive such compensation therefor as may be
determined from time to time by resolution



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of the Board of Directors. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving proper compensation therefor.

     3.12. Salaries. Salaries and other compensation of all officers of the
corporation shall be fixed by the Board of Directors, which action may be taken
informally without the benefit of written resolutions. Nothing herein contained
shall be construed to preclude any officer from serving the corporation as a
director, consultant or in any other capacity and receiving proper compensation
therefor.

     3.13. Executive Committee. A two-thirds (2/3) majority vote of the Board of
Directors present at a meeting may pass a resolution establishing committees
having the authority of the Board to the extent provided in the resolution. A
committee shall consist of three or more persons who need not be members of the
Board. A majority of the committee present at a meeting shall constitute a
quorum for the purpose of transacting business. In all other respects committees
shall conduct meetings in the same manner prescribed for the Board of Directors.
Committees shall be subject at all times to the control and direction of the
Board.

     3.14. Vacancies. A director may resign at any time by giving written notice
of same to the Board of Directors, or to the President. Such resignation shall
be effective upon receipt unless a later date is specified in the notice. If at
any time and for any reason, including the creation of a new directorship, a
vacancy occurs in the Board of Directors, the remaining directors of the Board,
though less than a quorum, may elect a successor to fill such vacancy, or the
Board may leave the vacancy unfilled until the next regular meeting of the
shareholders, or until an intervening special meeting of the shareholders is
called and held for the purpose of electing a successor. A director elected to
fill the vacancy shall hold his office for the unexpired term of his
predecessor, or until his successor is duly elected and qualified.

     3.15. Order of Business. The meetings shall be conducted in accordance with
Roberts Rules of Order, Revised, and the suggested order of business at any
meeting of the directors shall be:

           a. Roll call.

           b. Proof of due notice of meeting, or unanimous consent, or unanimous
     presence and declaration by president.

           c. Reading and disposal of any unapproved minutes.

           d. Reports of officers and committees.

           e. Election of officers.

           f. Unfinished business.

           g. New Business.

           h. Adjournment.



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     3.16. Informal Action by Directors. Any action required to be taken at a
meeting of the directors, or any other action which may be taken at a meeting of
the directors, may be taken without a meeting and notice thereof if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter set forth.

                                   ARTICLE 4.
                                    OFFICERS

     4.1. Number. The officers of the corporation may include a Chief Executive
Officer, a Chief Financial Officer, and such other officers as may from time to
time be chosen by the Board of Directors. Any number of offices may be held by
one person.

     4.2. Election, Term of Office and Qualifications. At any regular meeting of
the Board of Directors, the board may elect a Chief Executive Officer, a Chief
Financial Officer, and such other officers and assistant officers as may be
deemed advisable. Such officers shall hold office until their successors are
elected and qualify; provided, however, that any officer may be removed with or
without cause by the affirmative vote of a majority of the whole Board of
Directors.

     4.3. The Chief Executive Officer. The Chief Executive Officer, who may also
be referred to as the President shall: (a) have general active management of the
business of the corporation; (b) when present, preside at all meetings of the
Board and of the shareholders; (c) see that all orders and resolutions of the
Board are carried into effect; (d) 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 articles or bylaws or by the Board to
some other officer or agent of the corporation; (e) maintain records of and,
whenever necessary, certify all proceedings of the Board and the shareholders;
and (f) perform other duties prescribed by the Board. The Chief Executive
Officer may also be referred to as the President.

     4.4. Assistant Executive Officers. Each assistant executive officer shall
have such powers and shall perform such duties as may be prescribed by the Board
of Directors. In the event of absence or disability of the Chief Executive
Officer, an assistant executive officer shall succeed to his powers and duties
in the order in which they are elected or as otherwise prescribed by the Board
of Directors. The Assistant Executive Officers may also be referred to as Vice
Presidents.

     4.5. Secretary. The Secretary shall be secretary of and shall attend all
meetings of the shareholders and Board of Directors. The Secretary shall act as
clerk thereof and shall record all the proceedings of such meetings in the
minute book of the corporation. The Secretary shall give proper notice of
meetings of shareholders and directors. The Secretary shall keep the seal of the
corporation, if any, and shall affix the same to any instrument requiring it and
shall attest the seal by his signature. The Secretary shall, with the Chief
Executive Officer or Chief Financial Officer, acknowledge all certificates for
shares of the corporation and shall perform such other duties as may be
prescribed from time to time by the Board of Directors.



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     4.6. Chief Financial Officer. The Chief Financial Officer, who may also be
referred to as the Treasurer, shall: (a) keep accurate financial records for the
corporation; (b) deposit all money, drafts, and checks in the name of and to the
credit of the corporation in the banks and depositories designated by the Board;
(c) endorse for deposit all notes, checks, and drafts received by the
corporation as ordered by the Board, making proper vouchers therefor; (d)
disburse corporate funds and issue checks and drafts in the name of the
corporation, as ordered by the Board; (e) render to the Chief Executive Officer
and the Board, whenever requested, an account of all transactions by the Chief
Financial Officer and of the financial condition of the corporation; and (f)
perform other duties prescribed by the Board or by the Chief Executive Officer.
The Chief Financial Officer may also be referred to as the Treasurer.

     4.7. Assistant Officers. In the event of absence or disability of any
officer, assistants to such officers shall succeed to the powers and duties of
the absent officer in the order in which they are elected or as otherwise
prescribed by the Board of Directors until such principal officer shall resume
his duties or a replacement elected by the Board of Directors. Such assistant
officers shall exercise such other powers and duties as may be delegated to them
from time to time by the Board of Directors, but they shall be subordinate to
the principal officer they are designated to assist.

     4.8. Officers Shall Not Lend Corporate Credit. Except for the proper use of
the corporation, no officer of this corporation shall sign or endorse in the
name or on behalf of this corporation, or in his official capacity, any
obligations for the accommodation of any other party or parties, nor shall any
check, note, bond, stock certificate or other security or thing of value
belonging to this company be signed by any officer or director as collateral for
any obligation other than valid obligations of this corporation.

                                   ARTICLE 5.
                                 INDEMNIFICATION

     5.1. Authority of the Board of Directors. The corporation acting through
its Board of Directors or as otherwise provided in this bylaw, shall exercise as
fully as may be permitted from time to time by the statutes and decisional law
of the State of Minnesota or by any other applicable rules or principles of law
its power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit, or
proceeding, wherever brought, whether civil, criminal, administrative, or
investigative, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation, as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding.

     5.2. Standard for Indemnification. Any person described in Section 5.1 may
be indemnified by the corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful.



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     5.3. No Presumptions Resulting From Termination of Actions. The
determination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, have reasonable cause to believe that his conduct was unlawful.

     5.4. Mandatory Indemnification. To the extent that any such person has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in this bylaw, or in defense of any claim, issue, or
matter within this bylaw, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith.

     5.5. Determination. Any indemnification under Section 5.1, unless ordered
by a court, shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 5.2. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such action, suit, or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable in a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by a majority vote of disinterested shareholders.

     5.6. Advance Payment. The expenses incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit, or proceeding as authorized by
the Board of Directors in the manner provided in Section 5.5 upon receipt of an
undertaking by or on behalf of the director, officer, employee, or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this bylaw.

     5.7. Continuance of Indemnification. The indemnification provided by this
bylaw shall continue as to a person has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

     5.8. Not Exclusive Remedy. The indemnification provided by this bylaw shall
not exclude any other right to which an officer may be entitled under any
agreement, vote of stockholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall not imply that the corporation may not provide
lawful indemnification not expressly provided for in this bylaw. Nothing
contained in this bylaw shall effect any rights to indemnification to which
corporate personnel other than directors and officers may be entitled by
contract or otherwise under law.

     5.9. Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, provided, that no indemnification
shall be



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made under any policy of insurance for any act which could not be indemnified by
the corporation under this bylaw.

     5.10. Notice of Indemnification. If, under this bylaw, any expenses or
other amounts are paid by way of indemnification, otherwise than by Court order
or action by the shareholders, the corporation shall, not later than the next
annual meeting of shareholders unless such meeting is held within three (3)
months from the date of such payment, and in any event, within fifteen (15)
months from the date of such payment, mail to its shareholders of record at the
time entitled to vote for the election of directors a statement specifying the
persons paid, the amounts paid, and the nature and status of the litigation or
threatened litigation at the time of such payment.

                                   ARTICLE 6.
                            SHARES AND THEIR TRANSFER

     6.1. Certificates of Stock. There shall be no uncertificated shares of
stock. Every owner of stock of the corporation shall be entitled to a
certificate, to be in such form as the Board of Directors prescribes, certifying
the number of shares of stock of the corporation owned by him. The certificates
for such stock shall be numbered in the order in which they shall be issued and
shall be signed in the name of the corporation by the Chief Executive Officer,
and by the Secretary or any other proper officer of the corporation authorized
by the Board of Directors. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each such certificate, the
number of shares represented by each such certificate, and the respective issue
date thereof, and in the case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the corporation for exchange or
transfer shall be cancelled and no other certificate or certificates shall be
issued in exchange for any existing certificates until such existing certificate
shall have been so cancelled except in cases provided for in Section 6.5 of this
Article 6.

     6.2. Facsimile Signature. Where any certificate is manually signed by a
transfer agent, a transfer clerk or by a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the
president and Secretary 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 such officer. The fact that a certificate bears the facsimile
signature of an officer who has ceased to hold office shall not affect the
validity of such certificate if otherwise validly issued.

     6.3. Establishment and Issuance of Shares. Subject to the provisions of the
Articles of Incorporation and as provided by law, the Board of Directors is
authorized to designate and cause to be issued, classes and series of shares of
the corporation, with designated voting rights, preferences, and other
characteristics, at such times and for such consideration as the Board of
Directors may determine.

     6.4. Transfer of Shares. Transfer of shares on the books of the corporation
may be authorized only by the shareholder named in the certificate, or by the
shareholder's legal representative, or duly authorized attorney-in-fact, and
upon surrender for cancellation of the certificate or certificates for such
shares. The shareholder in whose name shares of stock stand



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on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided, that when any transfer of shares
shall be made as collateral security, and not absolutely, such facts, if known
to the Secretary of the corporation, or to the transfer agent, shall be so
expressed in the entry of transfer.

     6.5. Lost Certificates. Any shareholder claiming a certificate of stock to
be lost or destroyed shall make an affidavit or affirmation of that fact in such
form as the Board of Directors may require, and shall, if the directors so
require, give the corporation a bond of indemnity in form and with one or more
sureties satisfactory to the Board, in an amount determined by the Board of
Directors not exceeding double the value of the stock represented by such
certificate to indemnify the corporation, against any claim that may be made 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 destroyed or
lost.

     6.6. Treasury Stock. Treasury stock shall be held by the corporation
subject to disposal by the Board of Directors, in accordance with the Articles
of Incorporation and these Bylaws, and shall not have voting rights nor
participate in dividends.

     6.7. Inspection of Books by Shareholders. Upon written demand shareholders
shall for any purpose, as provided by statute, be permitted to examine and copy
the share register; records of shareholder and Board proceedings; the articles
of incorporation and amendments; the bylaws and amendments; reports made to
shareholders within the last three (3) years; voting trust agreements; a
statement of names and addresses of its Directors and principal officers; and
financial statements prepared for distribution to the shareholders or to a
government agency as a matter of public record. Shareholders shall for any
proper purpose and upon written demand be permitted to examine and copy other
corporate records.

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

                                   ARTICLE 7.
                         DIVIDENDS, DISTRIBUTIONS, ETC.

     7.1. Dividends. Subject to the Provisions of the Articles of Incorporation,
these bylaws, and the applicable laws, the Board of Directors may declare a
distribution in the form of a dividend whenever, and in such amounts as, in its
opinion, the condition and the affairs of the corporation shall render it
advisable.

     7.2. Other Distributions, Reserves. Subject to the provisions of the
Articles of Incorporation and of these bylaws, the Board of Directors in its
discretion may purchase or acquire any of the shares of the capital stock of
this corporation in accordance with law, or any of its bonds, debentures, notes,
scrip or other securities or evidences of indebtedness, or from time to time may
set aside from its net assets or net profits such sum or sums as it, in its
absolute discretion, may think proper as a reserve fund to meet contingencies,
or for the purpose of maintaining or increasing the property or business of the
corporation or for any other purpose it may think conducive to the best
interests of the corporation.



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<PAGE>

                                   ARTICLE 8.
                        FINANCIAL AND PROPERTY MANAGEMENT

     8.1. Fiscal Year. The fiscal year of the corporation shall be set by the
Board of Directors.

     8.2. Audit of Books and Accounts. The books and accounts of the corporation
shall be audited at such times as may be ordered by the Board of Directors.

     8.3. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     8.4. Checks. All checks, drafts, or other orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of the corporation
shall be signed by the treasurer or such other officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

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

     8.6. Voting Securities Held by Corporation. The Chief Executive Officer or
other agent designated by the Board of Directors shall have full power and
authority on behalf of the corporation to attend, act and vote at any meeting of
security holders of other corporations in which this corporation may hold
securities. At such meeting the Chief Executive Officer, or such other agent,
shall possess and exercise any and all rights and powers incident to the
ownership of such securities which the corporation might possess and exercise.

                                   ARTICLE 9.
                                WAIVER OF NOTICE

     9.1. Requirement of Waiver in Writing. Whenever any notice whatever is
required to be given by these Bylaws or the Articles of Incorporation of the
corporation or any of the corporate laws of the State of Minnesota, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
either before, at, or after the time stated therein, shall be deemed equivalent
thereto. Attendance by a director at a meeting of the Board of Directors or
attendance by a shareholder at a meeting of the shareholders shall constitute a
waiver of the notice of said meeting.

                                  ARTICLE 10.
                                   AMENDMENTS

     10.1. Action by Board of Directors. The Board of Directors of the
corporation is expressly authorized to make bylaws of the corporation and from
time to time to alter or repeal bylaws so made. In so acting, the Board of
Directors may do so only upon vote of a majority of



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<PAGE>

the entire Board of Directors then in office and present at any meeting called
for that purpose, provided that notice of such proposed amendment shall have
been given to the directors in the notice of such meeting. Such authority in the
Board of Directors is subject to the powers of the voting shareholders to enact,
change or repeal such bylaws by majority vote of the shareholders to enact,
change or repeal such bylaws by majority vote of the shareholders present and
represented at any annual meeting or at any special meeting called for that
purpose, and the Board of Directors shall not make or alter any bylaws fixing
the number, qualifications or term of office of members of the Board.


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