CERTIFICATE OF RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       ROGERS HARDWARE AND LUMBER COMPANY

     We, the undersigned, William F. Feyersen and R. H. Larson, respectively the
President and Secretary of Rogers Hardware and Lumber Company, a corporation,
subject to the provisions of Chapter 301, Minnesota Statutes Annotated, 1953,
known as the Minnesota Business Corporation Act, do hereby certify that by
unanimous action of the shareholders of said corporation pursuant to Minnesota
Statutes Annotated, Section 301.37, Subdivision 5, resolutions as hereinafter
set forth were adopted by the unanimous vote of the holders of all of the
outstanding shares of stock in the corporation:

     RESOLVED: That the Articles of Incorporation of Rogers Hardware and Lumber
Company be, and the same hereby are, amended and restated and the following
restated Articles shall supersede and take the place of the existing Articles of
Incorporation and all amendments thereto.

                                   ARTICLE I.
                                   ----------

     The name of this corporation shall be COMPONENT SYSTEMS, INC.

                                   ARTICLE II.
                                   -----------

     The purposes of this corporation shall be as follows:

     (a)  To maintain and operate at retail and at wholesale a lumber and
          hardware business; to design, construct, manufacture and sell
          componentized and prefabricated housing; to buy, sell and in every way
          deal in at retail or wholesale in lumber, building materials,
          hardware, farm machinery and equipment of all kinds and descriptions
          and to furnish parts or make repairs to any and all kinds of
          equipment, machines and machinery and to do any and all business which
          is done in consistent with the foregoing and to engage in such other
          business as the Board of Directors of this corporation shall from time
          to time direct and determine.


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     (b)  To buy, sell, convey, lease, pledge, mortgage, exchange, assign or
          otherwise acquire, hold, and dispose of, handle and otherwise deal in
          and with real and personal property or any interest therein of
          whatever name, nature or description and wherever the same may be
          situated, either within or without the State of Minnesota, and to
          exercise unlimitedly all rights and powers incident to the
          acquisition, holding or disposition of such interest;

     (c)  To lend money, credit or property to, guarantee or assume interests
          in, or contracts or obligations of, and otherwise aid or assist in any
          other manner corporations, associations and persons; to do all things
          necessary or desirable to protect or enhance directly or indirectly
          the value of any interest owned by the corporation or in which it may
          have any beneficial interest or rights;

     (d)  To borrow money, credit, or property, to make contracts, to incur
          obligations and to secure the same by mortgage or pledge of all or
          part of its assets or franchises; to act for others in any capacity or
          manner;

     (e)  To participate with others and to consolidate or merge with others in
          any business, enterprise or transaction which the company is
          authorized to engage in, in any manner and on any terms; and to do any
          and all further acts consistent with the purposes hereinbefore set
          forth, as now or hereafter authorized by law for a corporation, it
          being the intention that the enumeration of specific powers shall not
          operate to limit in any manner the general powers conferred upon
          corporations be the laws of the State of Minnesota.

                                  ARTICLE III.
                                  ------------

     The period of duration of this corporation shall be perpetual.

                                   ARTICLE IV.
                                   -----------

     The location and post office address of the registered office of this
corporation is Rogers, Minnesota.

                                   ARTICLE V.
                                   ----------

     The amount of the total authorized capital stock of this corporation shall
be Twenty-five Thousand ($25,000.00) Dollars,


<PAGE>
divided into Five Hundred Thousand (500,000) shares of common stock of the par
value of  Five Cents ($.05) per share. Each share of stock shall have one vote
and voting shall be non-cumulative. The shareholders of this corporation shall
have no pre-emptive rights to subscribe to any issue of shares of any class of
this corporation now or hereafter made.

                                   ARTICLE VI.
                                   -----------

     The amount of stated capital at the time of adoption of these Restated
Articles if Twenty-five Thousand ($25,000.00) Dollars.

                                  ARTICLE VII.
                                  ------------

     The management and control of the business affairs and property of this
corporation shall be vested in the Board of Directors consisting of at least
three but not more than seven Directors elected by the shareholders. The
Directors shall elect or appoint the President, Treasurer and Secretary of the
corporation and such assistant officers as the Directors may in their discretion
from time to time prescribe. Any person may hold any two offices at the same
time. No officer need be a director of the corporation. Every Director and
officer when elected shall serve for one year and thereafter until the election
and qualification of its successor.

                                  ARTICLE VIII.
                                  -------------

     The Board of Directors of this corporation shall have the authority to:

     (a)  Accept or reject subscriptions for shares of any class made after
          incorporation;

     (b)  Fix the terms and conditions of rights to convert any of its
          securities into shares of any class or classes and of options to
          purchase and subscribe for shares of any class or classes; and


<PAGE>
     (c)  Authorize the issuance of stock, conversion rights, or options in such
          manner at such times and such amounts and for such considerations in
          money or property or both as the Board of Directors of the corporation
          may from time to time determine.

                                   ARTICLE IX.
                                   -----------

     The names and post office addresses of the present Board of Directors are
as follows:

     William F. Feyersen                6713 Cornelia Drive
                                        Minneapolis, Minnesota

     O. C. Barr                         487 Skillman Avenue East
                                        St. Paul, Minnesota

     R. H. Larson                       First National Bank Building
                                        Minneapolis, Minnesota

     The above named Directors shall serve as Directors until the election and
qualification of their successors.

                                   ARTICLE X.
                                   ----------

     The Board of Directors may from time to time, by vote of a majority of its
members, make, alter, amend or rescind all or any of the By-Laws of this
corporation subject to the power of the shareholders to change or appeal such
By-Laws.

                                   ARTICLE XI.
                                   -----------

     The holders of a majority of the outstanding shares shall have the power to
authorize the Board of Directors to sell, lease, exchange or otherwise dispose
of all or substantially all of the property and assets of this corporation
including its goodwill upon such terms and conditions and for such
considerations which may be money, shares, bonds or other instruments for the
payment of money or other property as the Board of Directors deem expedient; to
amend the Articles of Incorporation of this corporation; and adopt or reject any
agreement of consolidation or merger.


<PAGE>
     RESOLVED FURTHER: That the President and Secretary of this corporation be,
and they hereby are, authorized, empowered, and directed to make, execute and
acknowledge a certificate under the corporate seal of this corporation embracing
the foregoing resolution and to cause such certificate to be filed in the manner
required by law.

     IN WITNESS WHEREOF we have subscribed our named and caused the corporate
seal of said corporation to be hereto affixed this 2nd day of December, 1968.
                                                   ---        --------

IN THE PRESENCE OF:

/s/ illegible                             /s/ William F. Feyersen
-------------------------------------     --------------------------------------
                                          William F. Feyersen, President

                                          /s/ R. H. Larson
-------------------------------------     --------------------------------------
                                          R. H. Larson, Secretary



STATE OF MINNESOTA  )
                    ) ss.
COUNTY OF HENNEPIN  )

     On this 2nd day of December, 1968, before me a Notary Public within and for
             ---        --------
said County, personally appeared William F. Feyersen and R. H. Larson, to be
known to be the persons named in and who executed the foregoing Certificate of
Restated Articles of Incorporation of Rogers Hardware and Lumber Company, and
each acknowledged that he executed the same as his free act and deed and for the
uses and purposes therein expressed.

                                        /s/ Barbara L. Belina
                                        ----------------------------------------
                                                     Notary Seal
                                                      Illegible

                               STATE OF MINNESOTA
                               DEPARTMENT OF STATE

     I hereby certify that the within instrument was filed for record in this
office on the 10 day of Dec. A. D. 1968 at 8 o'clock A.M., and was duly
              --        ---          --    --        ---
recorded in Book E-31 of incorporations on page 229
                 ----                           ---
                                                                   /s/ illegible
                                                              Secretary of State