EXHIBIT 3.2

                         RESTATED BYLAWS
                               OF
                    ZEOS INTERNATIONAL, LTD.
              (as amended through October 8, 1992)


                           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 a regular meeting the shareholders, voting as
provided in the Articles of Incorporation and these Bylaws, shall
designate the number of directors to constitute the Board of
Directors (subject to the authority of the Board of Directors
thereafter to increase or decrease the number of directors as
permitted by law), 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
and shall transact such other business as may properly come
before them.

          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 Chief Executive Officer, Chief Financial
Officer, any two or more directors, or by one or more
shareholders holding 10% or more of the shares entitled to vote
on the matters to be presented to the meeting.

          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 the meeting to such day as they shall,
by majority vote, agree upon, and a notice of such adjournment
and the date and time at which such meeting shall be reconvened
shall be mailed to each shareholder entitled to vote at least 5
days before such reconvened meeting.  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.  Closing of Books.  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
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 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 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.

          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.

                          ARTICLE III.
                            DIRECTORS

          Section 3.01.  General Powers.  The business and
affairs of the corporation shall be managed by or under the
authority of the Board of Directors, except as otherwise
permitted by statute.

          Section 3.02.  Number, Qualification and Term of
Office.  Until the first meeting of shareholders, the number of
directors shall be the number named in the Articles of
Incorporation or, if no such number is named therein, the number
elected by the incorporator.  Thereafter, the number of directors
shall be established by resolution of the shareholders (subject
to the authority of the Board of Directors to increase or
decrease the number of directors as permitted by law).  In the
absence of such shareholder resolution, the number of directors
shall be the number last fixed by the shareholders, the Board of
Directors, the incorporator or the Articles of Incorporation.
Directors need not be shareholders.  Each of the directors 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; provided, however, that no director shall be elected to
a term in excess of five years.

          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 in
the notice of such meeting.

          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.

          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 telephone conversation or other comparable
communication technique.

          Section 3.09.  Vacancies; Newly Created Directorships.
Vacancies in the Board of Directors of this corporation occurring
by reason of death, or resignation, removal or disqualification
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 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 or special meeting.

          Section 3.10.  Removal.  Any or all of the directors
may be removed from office at any time, with or without cause, by
the affirmative vote of the shareholders holding a majority of
the shares entitled to vote at an election of directors except,
as otherwise provided by Minnesota Statutes Section 302A.223, as
amended, when the shareholders have the right to cumulate their
votes.  A director named by the Board of Directors to fill a
vacancy may be removed from office at any time, with or without
cause, by the affirmative vote of the remaining directors if the
shareholders have not elected directors in the interim between
the time of the appointment to fill such vacancy and the time of
the removal.  In the event that the entire Board or any one or
more directors be so removed, new directors shall be elected at
the same meeting.

          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.

          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 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), the Chief Executive Officer, the President, a Chief
Operating Officer (if one is elected by the Board), the Chief
Financial Officer, one or more Vice Presidents (if desired by the
Board), a Secretary (if one is elected by the Board) and such
other officers and agents as may, from time to time, be elected
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
Chief Executive Officer, the President, the Chief Financial
Officer 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 Chief
Executive Officer 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 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. Chief Executive Officer.  Unless
otherwise provided 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)  in the
absence of the Chairman of the Board, shall preside at all
meetings of the shareholders and directors, (c) shall see that
all orders and resolutions of the Board of Directors are carried
into effect, (d) 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, (e) shall maintain records
of and, whenever necessary, certify all proceedings of the Board
of Directors and the shareholders, and (f) shall have such other
duties as may, from time to time, be prescribed by the Board of
Directors.

          Section 4.06.  President.  Unless otherwise determined
by the Board of Directors, the Chief Executive Officer shall also
be the President of the corporation.  If an officer other than
the Chief Executive Officer is designated as the President, the
President shall perform such duties as may from time to time be
assigned to the President by the Chief Executive Officer or the
Board of Directors.

          Section 4.07.  Chief Operating Officer.  The Chief
Operating Officer, if one is elected, shall perform such duties
as may from time to time be assigned to the Chief Operating
Officer by the Chief Executive Officer or the Board of Directors.

          Section 4.08.  Chief Financial Officer.  Unless
otherwise provided by a resolution adopted by the Board of
Directors, the Chief Financial Officer (a) shall cause to be kept
accurate financial records for the corporation, (b) shall caused
to be deposited 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,
(c) shall have power to endorse, for deposit, all notes, checks
and drafts received by the corporation as ordered by the Board of
Directors, making proper vouchers therefor, (d) shall disburse
the funds of the corporation and issue checks and drafts in the
name of the corporation, as ordered by the Board of Directors,
(e) shall render to the Chief Executive Officer and the
directors, whenever requested, an account of all his transactions
as Chief Financial Officer and of the financial condition of the
corporation, and (f) shall perform such other duties as may, from
time to time, be prescribed by the Board of Directors or by the
Chief Executive Officer.

          Section 4.09.  Vice President.  Each Vice President, if
one or more are elected, shall have such powers and shall perform
such duties as prescribed by the Board of Directors or by the
Chief Executive Officer.  In the event of the absence or
disability of the President, the Vice President(s) shall succeed
to his power and duties in the order designated by the Board of
Directors.

          Section 4.10.  Secretary.  The Secretary, if one is
elected, shall be secretary of and shall attend all meetings of
the shareholders and Board of Directors and shall record all
proceedings of such meetings in the minute books of the
corporation.  He 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 Chief Executive Officer.

          Section 4.11.  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
and by the Secretary or an Assistant Secretary or by such
officers as the Board of Directors may designate.  If the
certificate is signed by a transfer agent or registrar, such
signatures of the corporate officers 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, 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
allotted 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 stated capital upon a share
dividend.  At the time of such allotment of shares, the Board of
Directors making such allotments 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 allotted.

          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.

          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 of 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.  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.

                          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 statements 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;

                    (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.

          Section 7.03.  Fiscal Year.  The fiscal year of the
corporation shall be determined by the Board of Directors.

                          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.

                           ARTICLE X.
                           AMENDMENTS

          Section 10.01.  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.  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 or 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 Chief Executive Officer 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 Chief Executive Officer 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 Chief Executive Officer
upon any other person or persons.

          Section 11.02.  Purchase and Sale of Securities.
Unless otherwise ordered by the Board of Directors, the Chief
Executive Officer 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.
<PAGE>

                   AMENDMENTS TO THE BYLAWS OF

                    MICRON ELECTRONICS, INC.

                       ON OCTOBER 30, 1995

       I, Roderic W. Lewis, Corporate Secretary of Micron
Electronics, Inc. a Minnesota corporation, hereby certify that
the following resolution was adopted by the Board of Directors on
October 30, 1995:

     WHEREAS: the Directors now desire to amend the bylaws of the
     corporation to provide for uncertificated shares of the
     company's common stock.

     NOW THEREFORE BE IT RESOLVED:  that Sections 5.01 and 5.03
     of the Bylaws of this corporation be amended to read in their
     entirety as follows:

          Section 5.01. Certificates for Shares.  The corporation
     may have certificated or uncertificated shares, or both, as
     designated by resolution of the Board of Directors.  Every
     owner of certificated 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.
     Within a reasonable time after the issuance or transfer of
     uncertificated shares, the corporation shall send to the new
     shareholder the information required to be stated on
     certificates.  Every owner of uncertificated shares shall,
     upon written request to the corporation, be entitled to
     certificated shares in place of uncertificated shares, in
     the same form as that prescribed by the Board of Directors
     for owners of certificated shares.  Certificated 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 and by the Secretary or an Assistant
     Secretary or by such officers as the Board of Directors may
     designate.  If the certificate is signed by a transfer agent
     or registrar, such signatures of the corporate officers may
     be by facsimile if authorized by the Board of Directors.
     Every certificate surrendered to the corporation for
     exchange or transfer shall be canceled, and  no new
     certificate or certificates shall be issued in exchange for
     any existing certificate until such existing certificate
     shall have been so canceled, except in cases provided for in
     Section 5.04.

           Section 5.03. Transfer of Shares.  Transfer of shares
     on the books of the corporation may be authorized only by the
     shareholder, or the shareholder's legal representative, or
     the shareholder's duly authorized attorney-in-fact, and upon
     the surrender of the certificate or the certificates for
     such shares or a duly executed assignment covering shares
     held in uncertificated form.  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.

      IN  WITNESS WHEREOF, I hereunto set my hand and affixed the
corporate seal of said corporation effective as of the 30th day
of October, 1995.

                                   /s/ Roderick Lewis
                                   ---------------------
                                   Corporate Secretary