<PAGE>


                             RESTATED AND AMENDED BYLAWS

                                          OF

                            NORTHSTAR COMPUTER FORMS, INC.


<PAGE>

                             RESTATED AND AMENDED BYLAWS
                                          OF
                            NORTHSTAR COMPUTER FORMS, INC.


                                  TABLE OF CONTENTS


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                                                                          ----

ARTICLE I: OFFICES. . .. . . . . . . . . . . . . . . . . . . . . . . . . .   1

     Section 1.01     Registered Office. . . . . . . . . . . . . . . . . .   1

     Section 1.02     Other Offices. . . . . . . . . . . . . . . . . . . .   1

ARTICLE II: MEETINGS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . .   1

     Section 2.01     Place of Meetings. . . . . . . . . . . . . . . . . .   1

     Section 2.02     Time of Meetings . . . . . . . . . . . . . . . . . .   1

     Section 2.03     Regular Meetings . . . . . . . . . . . . . . . . . .   1

       Section 2.03-a Frequency of Regular Meetings  . . . . . . . . . . .   1

       Section 2.03-b Demand by Shareholders for
                        a Regular Meeting. . . . . . . . . . . . . . . . .   1

       Section 2.03-c Election of Directors  . . . . . . . . . . . . . . .   2

     Section 2.04     Special Meetings . . . . . . . . . . . . . . . . . .   2

     Section 2.05     Notice of Meetings . . . . . . . . . . . . . . . . .   2

     Section 2.06     Waiver of Notice . . . . . . . . . . . . . . . . . .   2

     Section 2.07     Purpose of Special Meetings. . . . . . . . . . . . .   2

     Section 2.08     Quorum; Adjournment. . . . . . . . . . . . . . . . .   2

     Section 2.09     Vote Required. . . . . . . . . . . . . . . . . . . .   3

     Section 2.10     Voting Rights. . . . . . . . . . . . . . . . . . . .   3


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     Section 2.11     Proxies. . . . . . . . . . . . . . . . . . . . . . .   3

     Section 2.12     Action in Writing. . . . . . . . . . . . . . . . . .   3

     Section 2.13     Closing of Books; Record Date. . . . . . . . . . . .   4

ARTICLE III:   DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . .   4

     Section 3.01     General Powers . . . . . . . . . . . . . . . . . . .   4

     Section 3.02     Election of Directors. . . . . . . . . . . . . . . .   4

     Section 3.03     Vacancies. . . . . . . . . . . . . . . . . . . . . .   4

     Section 3.04     Meetings . . . . . . . . . . . . . . . . . . . . . .   4

       Section 3.04-a Place of Meetings  . . . . . . . . . . . . . . . . .   4

       Section 3.04-b Regular Meetings . . . . . . . . . . . . . . . . . .   5

       Section 3.04-c Special Meetings . . . . . . . . . . . . . . . . . .   5

       Section 3.04-d Notice . . . . . . . . . . . . . . . . . . . . . . .   5

       Section 3.04-e Quorum; Voting Requirements; Adjournment . . . . . .   5

       Section 3.04-f Organization of Meetings . . . . . . . . . . . . . .   5

       Section 3.04-g Action in Writing  . . . . . . . . . . . . . . . . .   6

       Section 3.04-h Absent Directors . . . . . . . . . . . . . . . . . .   6

     Section 3.05     Committees . . . . . . . . . . . . . . . . . . . . .   6

       Section 3.05-a Executive Committee. . . . . . . . . . . . . . . . .   6

       Section 3.05-b Committee of Disinterested Persons . . . . . . . . .   6

       Section 3.05-c Other Committees . . . . . . . . . . . . . . . . . .   7

       Section 3.05-d Limitations on Authority . . . . . . . . . . . . . .   7

       Section 3.05-e Minutes of Committee Meetings. . . . . . . . . . . .   7


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     Section 3.06     Telephone Conference Meetings. . . . . . . . . . . .   7

     Section 3.07     Compensation . . . . . . . . . . . . . . . . . . . .   7

     Section 3.08     Limitation of Director's Liabilities . . . . . . . .   8

     Section 3.09     Resignation and Removal. . . . . . . . . . . . . . .   8

ARTICLE IV:    OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . .   8

     Section 4.01     Selection and Qualification. . . . . . . . . . . . .   8

       Section 4.01-a Election; Qualifications . . . . . . . . . . . . . .   8

       Section 4.01-b Additional Officers. . . . . . . . . . . . . . . . .   8

     Section 4.02     Salaries . . . . . . . . . . . . . . . . . . . . . .   8

     Section 4.03     Term of Office . . . . . . . . . . . . . . . . . . .   8

     Section 4.04     Chairman of the Board of Directors . . . . . . . . .   9

     Section 4.05     President. . . . . . . . . . . . . . . . . . . . . .   9

     Section 4.06     Vice President . . . . . . . . . . . . . . . . . . .   9

     Section 4.07     Secretary. . . . . . . . . . . . . . . . . . . . . .   9

     Section 4.08     Treasurer. . . . . . . . . . . . . . . . . . . . . .   9

       Section 4.08-a Custody of Funds and Accounting. . . . . . . . . . .   9

       Section 4.08-b Disbursements and Reports. . . . . . . . . . . . . .  10

       Section 4.08-c Bond . . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE V:     CERTIFICATES FOR STOCK. . . . . . . . . . . . . . . . . . .  10

     Section 5.01     Issuance of Shares and Fractional Shares . . . . . .  10

     Section 5.02     Form of Certificate. . . . . . . . . . . . . . . . .  10

     Section 5.03     Facsimile Signatures . . . . . . . . . . . . . . . .  11


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     Section 5.04     Lost, Stolen, or Destroyed Certificates. . . . . . .  11

     Section 5.05     Transfer of Stock. . . . . . . . . . . . . . . . . .  11

     Section 5.06     Closing of Transfer Books; Record Date . . . . . . .  11

     Section 5.07     Registered Shareholders. . . . . . . . . . . . . . .  12

     Section 5.08     Stock Options and Agreements . . . . . . . . . . . .  12

ARTICLE VI:    DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . .  12

     Section 6.01     Method of Payment. . . . . . . . . . . . . . . . . .  12

     Section 6.02     Closing of Books; Record Date. . . . . . . . . . . .  12

     Section 6.03     Reserves . . . . . . . . . . . . . . . . . . . . . .  12

     Section 6.04     Determining Fair Market Value. . . . . . . . . . . .  12

ARTICLE VII:   CHECKS  . . . . . . . . . . . . . . . . . . . . . . . . . .  13

     Section 7.01 . . .  . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE VIII:  CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . .  13

     Section 8.01 . .  . . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE IX:    FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . .  13

     Section 9.01 . .  . . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE X:     AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . .  13

     Section 10.01. .  . . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE XI:    BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . .  13

     Section 11.01    Books and Records. . . . . . . . . . . . . . . . . .  13

     Section 11.02    Documents Kept at Principal
                        Executive or Registered Office . . . . . . . . . .  14

     Section 11.03    Financial Statements . . . . . . . . . . . . . . . .  14


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       Section 11.03-a Required Financial Statements . . . . . . . . . . .  14

       Section 11.03-b Preparation of Annual Financial
                         Statements for Shareholders . . . . . . . . . . .  14

     Section 11.04    Computerized Records . . . . . . . . . . . . . . . .  15

ARTICLE XII:   INSPECTION OF BOOKS . . . . . . . . . . . . . . . . . . . .  15

     Section 12.01    Examination and Copying by Shareholders. . . . . . .  15

     Section 12.02    Information to Shareholders. . . . . . . . . . . . .  15

ARTICLE XIII:  LOANS AND ADVANCES. . . . . . . . . . . . . . . . . . . . .  15

     Section 13.01    Loans, Guarantees, and Suretyship. . . . . . . . . .  15

     Section 13.02    Advances to Officers, Directors, and Employees . . .  16

ARTICLE XIV:   INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . .  16

     Section 14.01. .  . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE XV:    DEFINITIONS AND USAGE . . . . . . . . . . . . . . . . . . .  16

     Section 15.01    Singular, Plural; Masculine,
                      Feminine, and Neuter . . . . . . . . . . . . . . . .  16


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<PAGE>

                             RESTATED AND AMENDED BYLAWS

                                          OF

                            NORTHSTAR COMPUTER FORMS, INC.

                                 ARTICLE I:  OFFICES

     SECTION 1.01.  REGISTERED OFFICE.  The registered office of the Company in
Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or in a certificate
prepared by the Board of Directors and filed with the Secretary of State of
Minnesota changing the registered office.

     SECTION 1.02.  OTHER OFFICES.  The Company may also have offices and places
of business at such other places both within and without the State of Minnesota
as the Board of Directors may from time to time determine or the business of the
Company may require.

                        ARTICLE II:  MEETINGS OF SHAREHOLDERS

     SECTION 2.01.  PLACE OF MEETINGS.  All meetings of the shareholders of the
Company shall be held at its registered office or at such other place within or
without the State of Minnesota as shall be stated by the Board of Directors in
the notice of the meeting.  In the absence of designation otherwise, meetings
shall be held at the registered office of the Company in the State of Minnesota.

     SECTION 2.02.  TIME OF MEETINGS.  The Board of Directors shall designate
the time and day for each meeting.  In the absence of such designation, every
meeting of the shareholders shall be held at 3:30 p.m.

     SECTION 2.03.  REGULAR MEETINGS

     SECTION 2.03-a.  FREQUENCY OF REGULAR MEETINGS.  Regular meetings of
shareholders may be held on an annual or less frequent basis, but need not be
held unless required by Section 2.03-b hereof or by applicable law.

     SECTION 2.03-b.  DEMAND BY SHAREHOLDERS FOR A REGULAR MEETING.  A
shareholder or shareholders holding three percent (3%) or more of the voting
power of all shares entitled to vote may demand that a regular meeting of the
shareholders be held within ninety (90) days of such demand in the county where
the principal executive office of the Company is located if a regular meeting of
the shareholders has not been held during the fifteen (15) months immediately
preceding such demand.  The demand shall be in writing and shall be delivered to
the President or Secretary.  The Board shall call for such a shareholders'
meeting on notice within thirty (30) days of receipt of the demand.


<PAGE>

     SECTION 2.03-c.  ELECTION OF DIRECTORS.  At the regular meeting the
shareholders, voting as provided in the Articles of Incorporation or in these
Restated and Amended Bylaws (the "Restated Bylaws"), may designate any change in
the number of Directors to constitute the Board of Directors, shall elect a
Board of Directors, and shall transact such other business as may properly come
before the meeting.

     SECTION 2.04.  SPECIAL MEETINGS.  Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Board of
Directors and shall be called by the President or Secretary at the request in
writing of any two or more members of the Board of Directors or at the request
in writing of one or more shareholders owning a total of ten (10%) percent or
more of the voting power of all shares entitled to vote.  Such request shall
state the purpose or purposes of the proposed meeting.

     SECTION 2.05.  NOTICE OF MEETINGS.  Notice of meetings shall be in writing.
Such notice shall state the place, date, and time of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.  A copy of such notice shall be either delivered personally or mailed,
postage prepaid, to each shareholder of record entitled to vote at such meeting
pursuant to Section 2.13 hereof not less than ten (10) nor more than sixty (60)
days before such meeting.  If mailed, it shall be directed to each shareholder
at his address as it appears upon the records of the Company, and upon such
mailing of any such notice, the service thereof shall be complete, and the time
of the notice shall begin to run from the date that such notice is deposited in
the mail for transmission to such shareholder.  Personal delivery of any such
notice to a corporation, an association, or a partnership shall be accomplished
by personal delivery of such notice to any officer of a corporation or an
association or to any member of a partnership.

     SECTION 2.06.  WAIVER OF NOTICE.  Notice of any meeting of the shareholders
may be waived before, at, or after such meeting in a writing signed by the
shareholder or representative thereof entitled to vote the shares so
represented.  Such waiver shall be filed with the Secretary or entered upon the
records of the meeting.

     SECTION 2.07.  PURPOSE OF SPECIAL MEETINGS.  Business transacted at any
special meeting of the shareholders shall be limited to the matters stated in
the notice, or other matters necessarily incidental thereto.

     SECTION 2.08.  QUORUM; ADJOURNMENT.  The holders of a majority of the
voting power of all shares entitled to vote, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all meetings
of the shareholders, except as may be otherwise provided by statute or by the
Articles of Incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
such meeting, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting in
accordance


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with the notice thereof.  If a quorum is present when a duly called or held
meeting is convened, the shareholders present in person or represented by proxy
may continue to transact business until adjournment notwithstanding the
withdrawal of enough shareholders originally present in person or by proxy to
leave less than a quorum, and for the purposes of voting pursuant to Section
2.09 hereof, shareholders holding a majority of the voting power of all shares
entitled to vote shall be deemed to be present in person.

     SECTION 2.09.  VOTE REQUIRED.  When a quorum is present or represented at
any meeting, the vote of the holders of a majority of the voting power of all
shares entitled to vote present in person or represented by proxy shall decide
any question  brought before such meeting, unless the question is one that by
express provision of statute or of the Articles of Incorporation or of these
Restated Bylaws requires a different vote, in which case such express provision
shall govern the vote required.

     SECTION 2.10.  VOTING RIGHTS.  Except as may be otherwise required by
statute or the Articles of Incorporation or these Restated Bylaws, every
shareholder of record of the Company shall be entitled at each meeting of the
shareholders to one vote for each share of stock standing in his name on the
books of the Company.

     SECTION 2.11.  PROXIES.  At any meeting of the shareholders, any
shareholder may be represented and vote by a proxy or proxies appointed by an
instrument in writing and filed with the Secretary at or before the meeting.  An
appointment of a proxy or proxies for shares held jointly by two or more
shareholders is valid if signed by any one of them, unless and until the Company
receives from any one of those shareholders written notice denying the authority
of such other person or persons to appoint a proxy or proxies or appointing a
different proxy or proxies, in which case no proxy shall be appointed unless all
joint owners sign the appointment.  In the event that any instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one shall be present then that one, shall
have and may exercise all of the proxies so designated unless the instrument
shall otherwise provide.  If the proxies present at the meeting are equally
divided on an issue, the shares represented by such proxies shall not be voted
on such issue.  No proxy shall be valid after the expiration of eleven (11)
months from the date of its execution unless coupled with an interest or unless
the person executing it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed three (3) years from the date
of its execution.  Subject to the above, any duly executed proxy shall continue
in full force and effect and shall not be revoked unless written notice of its
revocation or a duly executed proxy bearing a later date is filed with the
Secretary of the Company.

     SECTION 2.12.  ACTION IN WRITING.  Except as may be otherwise required by
statute or the Articles of Incorporation, any action required or permitted to be
taken at any meeting of the shareholders of the Company may be taken without a
meeting, without prior notice, and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by all of the holders of the
shares of outstanding stock that would be entitled to vote thereon at a meeting
of the shareholders.


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<PAGE>

     SECTION 2.13.  CLOSING OF BOOKS; RECORD DATE.  The Board of Directors may
fix a date, not exceeding sixty (60) days preceding the date of any meeting of
the shareholders of the Company, as a record date for the determination of the
shareholders entitled to notice of and to vote at such meeting, and in such case
only shareholders of record on the date so fixed or their legal representatives
shall be entitled to notice of and to vote at such meeting, notwithstanding any
transfer of shares on the books of the Company after any record date so fixed.
The Board of Directors may close the books of the Company against the transfer
of shares during the whole or any part of such period.  If the Board of
Directors fails to fix such a record date, the record date shall be the
twentieth (20th) day preceding the date of such meeting.

                               ARTICLE III:  DIRECTORS

     SECTION 3.01.  GENERAL POWERS.  The business of the Company shall be
managed by its Board of Directors, which may exercise all such powers of the
Company and do all such lawful acts and things as are by statute or by the
Articles of Incorporation or by these Restated Bylaws directed or required to be
exercised or done by the shareholders.

     SECTION 3.02.  ELECTION OF DIRECTORS.  At each annual meeting of the
shareholders, at least three (3) but not more than six (6) directors shall be
elected to hold office until the next annual meeting of the shareholders and
until their respective successors shall be elected.  Successors to the Board of
Directors shall be elected by a majority vote of the stock entitled to vote.
The directors shall elect the officers of the Company.

     SECTION 3.03.  VACANCIES.  In the event that any member of the Board of
Directors shall resign, die, be removed from office, become disqualified, or
refuse to act during his term of office, or any vacancy or vacancies in the
Board of Directors shall occur for any other reason, such vacancy or vacancies
may be filled by a majority vote of the remaining members of the Board of
Directors, although less than a quorum, the provisions of Section 3.04-e hereof
notwithstanding. However, in the event that there are no duly elected and
qualified Directors remaining in office, then the shareholders shall elect by
majority vote a new Director or new Directors to fill such vacancy or vacancies.
The voting by the shareholders to fill such vacancy or vacancies shall be
conducted as provided in the Articles of Incorporation and these Restated
Bylaws.  When one or more Directors shall give notice of his or their
resignation to the Board, effective at a future date, the Board shall have power
to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective.  Each Director elected to hold office as
provided in this Section 3.03 shall hold office for the unexpired term of his
predecessor in office, or until his earlier resignation or removal from office
as hereinafter provided.

     SECTION 3.04.  MEETINGS.

     SECTION 3.04-a.  PLACE OF MEETINGS.  The Board of Directors of the Company
may hold meetings, both regular and special, either within or without the State
of Minnesota.


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<PAGE>

     SECTION 3.04-b.  REGULAR MEETINGS.  As soon as practicable after each
regular election of Directors, the Board of Directors shall meet at the
registered office of the Company, or at such other place within or without the
State of Minnesota as may be designated by the Board of Directors, for the
purpose of electing the officers of the Company and for the transaction of such
other business as shall come before the meeting.  Other regular meetings of the
Board of Directors may be held without notice at such time and place within or
without the State of Minnesota as shall from time to time be determined by
resolution of the Board of Directors.

     SECTION 3.04-c.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the President or Secretary or by one or more
Directors and shall be held at such time and place as shall be designated in the
notice of such meeting.

     SECTION 3.04-d.  NOTICE.  Notice of a special meeting shall be given to
each Director at least 24 hours before the time of the meeting, or at the
earliest time possible thereafter, but prior to such meeting, if it is
impractical to given such notice 24 hours in advance.  Notice may be given by
any means calculated to apprise the Directors of the time, place and subject
matter of the special meeting.  Notice  by mail shall be deemed to be given at
the time when the same shall be mailed, such mailing to take place at least
three (3) business days prior to such meeting.  Whenever any provision of law,
the Articles of Incorporation, or these Restated Bylaws require notice to be
given, any Director may, in writing, either before or after the meeting, waive
notice thereof.  Without notice, any Director, by his attendance at and
participation in the action taken at any meeting, shall be deemed to have waived
notice thereof.

     SECTION 3.04-e.  QUORUM; VOTING REQUIREMENTS; ADJOURNMENT.  A majority of
the Board of Directors then in office shall be necessary to constitute a quorum
for the transaction of business, and 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, except as may be otherwise specifically provided by statute or by
the Articles of Incorporation or these Restated Bylaws.

     If a quorum shall not be present at any meeting of the Board of Directors,
the Directors present thereat may adjourn the meeting to another time or place,
and no notice as to such adjourned meeting need be given other than by
announcement at the meeting at which such adjournment is taken.  If a quorum is
present at the call of a meeting, the Directors may continue to transact
business until adjournment notwithstanding the withdrawal of enough Directors to
leave less than a quorum.

     SECTION 3.04-f.  ORGANIZATION OF MEETINGS.  At all meetings of the Board of
Directors, the Chairman of the Board, if appointed, or in his absence, the
President, or in his absence, any Director appointed by the President, shall
preside, and the Secretary, or in his absence, any person appointed by the
President, shall act as Secretary.


                                          5
<PAGE>

     SECTION 3.04-g.  ACTION IN WRITING.  Except as may be otherwise required by
statute or the Articles of Incorporation, any action required or permitted to be
taken at any meeting of the Board of Directors of the Company may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the number of
Directors that would be necessary to authorize or take such action at a meeting
at which all Directors entitled to vote thereon were present and voted.  Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those Directors who have not
consented in writing.

     SECTION 3.04-h.  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.  Such advance written consent or opposition shall be ineffective
unless the writing is delivered to the President or Secretary of the Company
prior to the meeting at which such proposal is to be considered.  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 such 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, such substantial similarity to be determined in the sole
judgment of the presiding officer at the meeting.

     SECTION 3.05  COMMITTEES.

     SECTION 3.05-a.  EXECUTIVE COMMITTEE.  The Board of Directors may, by
affirmative action of a majority of the Directors present, establish an
Executive Committee consisting of two (2) or more Directors.  Such Committee may
meet at stated times or on notice by any committee member to all other members.
The Executive Committee,  to the extent determined by such action of the Board,
shall have and exercise the authority of the Board and the management of the
business of the Company.  Any such Executive Committee shall act only in the
interval between meetings of the Board and shall be subject at all times to the
control and direction of the Board.

     SECTION 3.05-b.  COMMITTEE OF DISINTERESTED PERSONS.  The Board of
Directors may establish a Committee composed of two or more disinterested
Directors or other disinterested persons to determine, among other things,
whether it is in the best interests of the Company to pursue a particular legal
right or remedy of the Company, whether to cause the dismissal or discontinuance
of a particular proceeding that seeks to assert a right or remedy on behalf of
the Company, or to evaluate a proposed transaction involving the Company and one
or more persons not deemed to be "disinterested."  For purposes of this Section
3.05-b, a Director or other person is "disinterested" if the Director or other
person is not the owner of more than one (1%) percent of the outstanding shares
of stock of the Company, is not currently an officer, employee, or agent of the
Company or of a related corporation, has not been an officer within the
immediately preceding two (2) years, and has not been made or threatened to be
made a party to the proceeding in question.  The Committee, once established, is
not subject to the direction or control of, or termination by, the Board of
Directors.  A vacancy on the Committee may be filled by a majority vote of the
remaining


                                          6
<PAGE>

members.  The good faith determination of the Committee is binding upon the
Company and its Directors, officers, and shareholders.  The Committee shall be
dissolved upon the issuance of a final written report of its determinations to
the Board of Directors.

     SECTION 3.05-c.  OTHER COMMITTEES.  The Board of Directors may establish,
by affirmative action of a majority of the Directors present, other committees
from time to time, making such regulations as it deems advisable with respect to
the membership, authority, and procedures or such committees.

     SECTION 3.05-d.  LIMITATIONS ON AUTHORITY.  No committees of the Company
shall have authority as to any of the following matters:

          (a)  The submission to shareholders of any action as to which
               shareholders' authorization is required by law;

          (b)  The filling of vacancies in the Board of Directors or on any
               committees;

          (c)  The fixing of compensation of any Director for serving on the
               Board or on any committee;

          (d)  The amendment or repeal of these Restated Bylaws or the adoption
               of new bylaws; or

          (e)  The amendment or repeal of any resolution of the Board, which by
               its terms shall not be so amendable or repealable.

     SECTION 3.05-e.  MINUTES OF COMMITTEE MEETINGS.  The committees shall keep
regular minutes of their proceedings and report the same to the Board when
required.

     SECTION 3.06.  TELEPHONE CONFERENCE MEETINGS.  Any Director or any member
of a duly constituted committee of the Board of Directors may participate in any
meeting of the Board of Directors or of any duly constituted committee thereof
by means of a conference telephone or other comparable communication technique
whereby all persons participating in such a meeting can hear and communicate
with each other.  For the purpose of establishing a quorum and taking any action
at such a meeting, the members participating in such a meeting pursuant to this
Section 3.06 shall be deemed present in person at such meeting.

     SECTION 3.07.  COMPENSATION.  Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors.  Directors, including
employee directors, also may be paid a fixed sum for attendance at each meeting
of the Board of Directors.  Nothing herein contained shall preclude any Director
from serving the Company in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed like
compensation for attending committee meetings.


                                          7
<PAGE>

     SECTION 3.08.  LIMITATION OF DIRECTORS' LIABILITIES.  A Director shall not
be liable to the Company or its shareholders for dividends illegally declared,
distributions illegally made to shareholders, or any other actions taken in good
faith reliance upon financial statements of the Company represented to him to be
correct by the President of the Company or the officer having charge of its
books of account or certified by an independent or certified public accountant
to fairly reflect the financial condition of the Company; nor shall he be liable
if in good faith in determining the amount available for dividends or
distribution the Board values the assets in a manner allowable under applicable
law.

     SECTION 3.09.  RESIGNATION AND REMOVAL.  Any Director may resign at any
time by giving written notice to the Secretary.  Such resignation shall take
effect on the date of the Secretary's receipt of such notice or at such later
date as specified therein.  Except as otherwise provided by law, 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 the Directors.

                                ARTICLE IV:  OFFICERS

     SECTION 4.01.  SELECTION AND QUALIFICATIONS.

     SECTION 4.01-a.  ELECTION; QUALIFICATIONS.  The Board of Directors at its
next meeting after each regular meeting of the shareholders shall choose a
Chairman, President, a Secretary, a Treasurer, and such other officers or agents
as it deems necessary, none of whom need be members of the Board.  Any two or
more of the offices, except those of President and Vice President, may be held
by the same person.

     SECTION 4.01-b.  ADDITIONAL OFFICERS.  The Board of Directors may choose
additional Vice Presidents, Assistant Secretaries, and Assistant Treasurers and
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

     SECTION 4.02.  SALARIES.  The salaries of all officers of the Company shall
be fixed by the Board of Directors, or by a committee pursuant to Section 3.05-c
hereof.

     SECTION 4.03.  TERM OF OFFICE.  The officers of the Company shall hold
office until their successors are chosen and qualified.  Any officer elected or
appointed by the Board of Directors may be removed at any time with or without
cause by the affirmative vote of a majority of the Board of Directors.  Any
officer may resign at any time by giving written notice to the President or the
Secretary of the Company.  Any vacancy occurring in any office of the Company by
death, resignation, removal, or otherwise shall be filled by the Board of
Directors.  However, in the event that there should be no duly elected and
qualified Directors remaining in office,  then the shareholders shall elect a
new Director or new Directors to fill such vacancy or vacancies.


                                          8
<PAGE>

     SECTION 4.04.  CHAIRMAN OF THE BOARD OF DIRECTORS.  If the Board shall
appoint a Chairman of the Board of Directors, such Chairman shall preside at all
meetings of the Board of Directors and of the shareholders and shall perform
such other duties as he may be directed to perform by the Board of Directors.
The Chairman of the Board of Directors may also be an officer and/or the chief
executive officer of the Company, as determined by the Board of Directors.  If
the Chairman is the chief executive officer, he shall be responsible for the
supervision of all affairs of the Company and over all other officers, including
the President.

     SECTION 4.05.  PRESIDENT.  In the event the Chairman of the Board of
Directors is the chief executive officer of the Company, the President shall
report to the Chairman and generally assist the Chairman and exercise such other
powers and perform such other duties as are delegated to him by the Chairman and
the Board of Directors.  In the event the Board of Directors has not designated
the Chairman as the chief executive officer of the Company, the President shall
be the chief executive officer of the Company and shall have general supervision
over the affairs of the Company and over the other officers.  Unless the Board
has appointed a Chairman of the Board of Directors, the President shall preside
at all meetings of the Board of Directors and of the shareholders.  The
President shall, subject to approval of or review by the Board of Directors,
appoint and discharge employees and agents of the Company and fix their
compensation and make and sign contracts and agreements in the name and on
behalf of the Company.  The President shall put into operation such business
policies of the Company as shall be decided upon by the Board.

     SECTION 4.06.  VICE PRESIDENT.  Unless otherwise determined by the Board of
Directors, the Vice Presidents, if any, shall, in the absence or disability of
the President, perform the duties and exercise the powers of the President.
They shall also generally assist the President and exercise such other powers
and perform such other duties as are delegated to them by the President as the
Board of Directors shall prescribe.

     SECTION 4.07.  SECRETARY.  The Secretary shall attend all meetings of the
shareholders and of the Board of Directors and shall record all the proceedings
of the meetings of the shareholders and of the Board of Directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required, and shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or the President, under whose supervision he shall be.

     SECTION 4.08.  TREASURER.

     SECTION 4.08-a.  CUSTODY OF FUNDS AND ACCOUNTING.  The Treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects in the name and
to the credit of the Company in such depositories as may be designated by the
Board of Directors.


                                          9
<PAGE>

     SECTION 4.08-b.  DISBURSEMENTS AND REPORTS.  The Treasurer shall disburse
the funds of the Company as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the President and
the Board of Directors at the regular meetings of the Board, or when the Board
of Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Company.

     SECTION 4.08-c.  BOND.  If required by the Board of Directors, the
Treasurer shall give the Company a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration, upon the
expiration of his term of office or his resignation, retirement, or removal from
office, of all books, papers, vouchers, money, and other property of whatever
kind in his possession or under his control belonging to the Company.

                          ARTICLE V:  CERTIFICATES FOR STOCK

     SECTION 5.01.  ISSUANCE OF SHARES AND FRACTIONAL SHARES.  The Board of
Directors is authorized to issue shares and fractional shares of stock of the
Company 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 permitted by
law.  No shares shall be allotted except in consideration of cash or other
property, tangible or intangible, received or to be received under a written
agreement by the Company, or services rendered or to be rendered under a written
agreement to the Company, or an amount transferred from surplus to stated
capital upon a share dividend.  At the time of each such allotment of shares,
the Board of Directors shall state by resolution its determination of the fair
market value to the Company in monetary terms of any consideration other than
cash for which shares are allotted.  The amount of consideration to be received
in cash or otherwise shall not be less than the par value of the shares so
allotted nor less than the stated capital to be represented by shares without
par value so allotted.

     SECTION 5.02.  FORM OF CERTIFICATE.  Every shareholder shall be entitled to
have a certificate, signed by the President, a Vice President, the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Company, certifying the number of shares of capital stock owned by him in the
Company.  If the Company shall be authorized to issue more than one class of
stock or more than one series of any class, the designations, preferences, and
relative, participating, optional, or other special rights of the various
classes of stock or series thereof and the qualifications, limitations, or
restrictions of such rights, together with a statement of the authority of the
Board of Directors to determine the relative rights and preferences of
subsequent classes or series, shall be set forth in full on the face or back of
the certificate which the Company shall issue to represent such stock, or, in
lieu thereof, such certificate shall contain a statement that the stock is, or
may be, subject to certain rights, preferences, or restrictions and that a
statement of the same will be furnished without charge by the Company upon
request by any shareholder.  Certificates representing the shares of the capital
stock of the Company shall be in such form not inconsistent with law or the
Articles of Incorporation or these Restated Bylaws as shall be determined by the
Board of Directors.


                                          10
<PAGE>

     SECTION 5.03.  FACSIMILE SIGNATURES.  Whenever any certificate is
countersigned or otherwise authenticated by a transfer agent, transfer clerk, or
registrar, then a facsimile of the signatures of the officers or agents of the
Company may be printed or lithographed upon such certificate in lieu of the
actual signatures.  In case any officer or officers who shall have signed, or
whose facsimile signature shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the Company, whether
because of death, resignation, or otherwise, before such certificate or
certificates shall have been delivered by the Company, such certificate or
certificates may nevertheless be adopted by the Company and be signed and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of the Company.

     SECTION 5.04.  LOST, STOLEN, OR DESTROYED CERTIFICATES.  The Board of
Directors may direct a new certificate or new certificates to be issued in place
of a certificate or certificates previously issued by the Company alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of the
fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed.  When authorizing such  issue of a new certificate or new
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or give the Company a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Company with respect to the certificate or certificates alleged to
have been lost, stolen, or destroyed.

     SECTION 5.05.  TRANSFER OF STOCK.  Upon surrender to the Company or any
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the Company to issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the transaction
upon its books; except that the Board of Directors may, by resolution duly
adopted, establish conditions upon the transfer of shares of stock to be issued
by the Company, and the purchasers of such shares shall be deemed to have
accepted such conditions on transfer upon the receipt of the certificate
representing such shares, provided that the restrictions shall be referred to on
the certificates or the purchaser shall have otherwise been notified thereof.

     SECTION 5.06.  CLOSING OF TRANSFER BOOKS; RECORD DATE.  The Board of
Directors may close the stock transfer books of the Company for a period not
exceeding sixty (60) days preceding the date of any meeting of shareholders as
provided in Section 2.13 hereof or the date for payment of any dividend as
provided in Section 6.02 hereof or the date for the allotment of rights or the
date when any change or conversion or exchange of capital stock shall go into
effect.  In lieu of closing the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding sixty (60) days preceding the
date for payment of any dividend, or the date for the allotment of rights, or
the date when any change or conversion or exchange of capital stock shall go
into effect, as a record date for the determination of the shareholders entitled
to receive payment as aforesaid.


                                          11
<PAGE>

     SECTION 5.07.  REGISTERED SHAREHOLDERS.  The Company shall be entitled to
recognize the exclusive right of the persons registered on its books as the
owners of shares to receive dividends and to vote as such owners 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 the laws of Minnesota.

     SECTION 5.08.  STOCK OPTIONS AND AGREEMENTS.  In addition to any stock
options, plans, or agreements into which the Company may enter, any shareholder
of this Company may enter into an agreement giving to any other shareholder or
shareholders or any third party an option to purchase any of his stock in the
Company, and such shares of stock shall thereupon be subject to such agreement
and transferable only upon proof of compliance therewith; provided, however,
that a copy of such agreement shall be filed with the Company and reference
thereto placed upon the certificates representing said shares of stock.

                                ARTICLE VI:  DIVIDENDS

     SECTION 6.01.  METHOD OF PAYMENT.  Dividends upon the capital stock of the
Company may be declared by the Board of Directors at any regular or special
meeting pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.

     SECTION 6.02.  CLOSING OF BOOKS; RECORD DATE.  The Board of Directors may
fix a date not exceeding sixty (60) 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
Company after the record date.  The Board of Directors may close the books of
the Company against the transfer of shares during the whole or any part of such
period.  If the Board of Directors fails to fix such a record date, the record
date shall be the twentieth (20th) day preceding the date of such payment.

     SECTION 6.03.  RESERVES.  Before payment of any dividend, there may be set
aside out of the funds of the Company available for dividends such sum or sums
as the Board of Directors from time to time, in its absolute discretion, deems
proper as a reserve or reserves for meeting contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Company, or for
such other purpose as the Board shall think conducive to the interest of the
Company, and the Board may modify or abolish any such reserve in the manner in
which it was created.

     SECTION 6.04.  DETERMINING FAIR MARKET VALUE.  The Board of Directors in
computing the fair market value of the assets of the Company to determine
whether the Company may pay a dividend or purchase its shares shall not include
unrealized appreciation of assets, except that readily marketable securities of
other issuers may be valued at not more than market value.


                                          12
<PAGE>

                                 ARTICLE VII:  CHECKS

     SECTION 7.01.  All checks or demands for money or notes of the Company
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                            ARTICLE VIII:  CORPORATE SEAL

     SECTION 8.01.  The Company shall have no corporate seal unless the Board of
Directors so adopts.

                               ARTICLE IX:  FISCAL YEAR

     SECTION 9.01.  The fiscal year of the Company shall commence on the 1st day
of November and shall end on the last day of October, or shall be otherwise
fixed by resolution of the Board of Directors.

                                ARTICLE X:  AMENDMENTS

     SECTION 10.01.  These Restated Bylaws may be altered or repealed at any
regular meeting of the shareholders or any special meeting of the shareholders
if notice of such alteration or repeal shall be contained in the notice of such
special meeting.  These Restated Bylaws may be altered or amended by action of
the Board of Directors at any regular or special meeting, provided that such
alterations and/or amendments shall be subject to the power of the holders of a
majority of the outstanding stock to change or repeal these Restated Bylaws,
and, provided, further, that the Board of Directors shall not make, alter, or
repeal any bylaws fixing a quorum for meetings or shareholders, prescribing
procedures for removing Directors or filling vacancies on 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 a Bylaw to increase the number of Directors or to decrease such number
to not less than the number last designated by the shareholders.

                            ARTICLE XI:  BOOKS AND RECORDS

     SECTION 11.01.  BOOKS AND RECORDS.  The Board of Directors of the Company
shall cause to be kept:

          (a)  a share register not more than one year old, giving the names and
               addresses of the shareholders, the number and classes held by
               each, and the dates on which the certificates therefor were
               issued;

          (b)  records of all proceedings of shareholders and Directors; and


                                          13
<PAGE>

          (c)  such other records and books of account as shall be necessary and
               appropriate to the conduct of the corporate business.

     SECTION 11.02.  DOCUMENTS KEPT AT PRINCIPAL EXECUTIVE OR REGISTERED OFFICE.
The Board of Directors shall cause to be kept at the principal executive or
registered office of the Company originals or copies of:

          (a)  records of all proceedings of shareholders and Directors for the
               past three (3) years;

          (b)  articles and bylaws of the Company and all amendments thereto;

          (c)  reports made to any or all shareholders within the immediately
               preceding three (3) years;

          (d)  a statement of the names and usual business addresses of the
               Directors and principal officers of the Company;

          (e)  voting trust agreements;

          (f)  shareholder control agreements; and

          (g)  financial statements as described in Section 11.03 hereof, if
               such statements have been prepared by or for the Company.

     SECTION 11.03.  FINANCIAL STATEMENTS.

     SECTION 11.03-a.  REQUIRED FINANCIAL STATEMENTS.  To the extent that they
have been prepared by or for the Company, the financial statements required to
be kept by the Board of Directors at the principal executive or registered
office of the Company pursuant to Section 11.02(g) hereof are as follows:

          (1)  ANNUAL FINANCIAL STATEMENTS.  The Company shall keep annual
               financial statements for the Company, including at least a
               balance sheet as of the end of, and a statement of income for,
               each fiscal year.

          (2)  INTERIM FINANCIAL STATEMENTS.  The Company shall keep financial
               statements for the most recent interim period prepared in the
               course of the operations of the Company for distribution to the
               shareholders or to a governmental agency as a matter of public
               record.

     SECTION 11.03-b.  PREPARATION OF ANNUAL FINANCIAL STATEMENTS FOR
SHAREHOLDERS.  If a shareholder of the Company demands an annual financial
statement pursuant  to Section 12.02 hereof, such statement shall be prepared on
the basis of accounting methods reasonable in the


                                          14
<PAGE>

circumstances and may be a consolidated statement of the Company and one or more
of its subsidiaries.  In the case of a statement audited by a public accountant,
each copy shall be accompanied by a report setting forth the opinion of the
accountant on the statement.  In other cases, each copy shall be accompanied by
a statement of the Treasurer of the Company stating the reasonable belief of
such person that the financial statement was prepared in accordance with
accounting methods reasonable in the circumstances, describing the basis of
presentation, and describing any respects in which the financial statement was
not prepared on a basis consistent with that prepared for the pervious year if
one was so prepared.

     SECTION 11.04.  COMPUTERIZED RECORDS.  The records maintained by the
Company, including its share register, financial records, and minute books, may
utilize any information storage technique, including, for example, punched
holes, printed or magnetized spots, or micro-images, even though that makes them
illegible visually, if the records can be converted, by machine and within a
reasonable time, into a form that is legible visually and whose contents are
assembled by related subject matter to permit convenient use by persons in the
normal course of business.  The Company shall convert any such records to
legible form upon the request of a person entitled to inspect them under Section
12.01 hereof, and the expense of the conversion shall be borne by the person who
bears the expense of copying pursuant to Section 12.01.

                          ARTICLE XII:  INSPECTION OF BOOKS

     SECTION 12.01.  EXAMINATION AND COPYING BY SHAREHOLDERS.  Every shareholder
of the Company and every holder of a voting trust certificate shall have a right
to examine, in person or by agent or attorney, at any reasonable time or times,
and at the place or places where usually kept, the share register and all
documents identified in Section 11.02 hereof.  Other documents may be examined
and copied (at the expense of the examining party) only upon the showing of a
proper purpose.  The expense of copying all documents identified in Section
11.02 hereof shall be borne by the Company.  The Company shall bear the expense
of copying the share register only if the shareholder shows a proper purpose.

     SECTION 12.02.  INFORMATION TO SHAREHOLDERS.  Upon the written request by a
shareholder of the Company, the Board of Directors shall furnish to him the most
recent annual financial statement of the Company as described in Section
11.03-a(1) hereof.

                          ARTICLE XIII:  LOANS AND ADVANCES

     SECTION 13.01.  LOANS, GUARANTEES, AND SURETYSHIP.  The Company 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 at a lawfully convened meeting and such action (a) is
in the usual and regular course of business of the Company, (b) is with, or for
the benefit of, a related corporation, an organization with which the Company
has the power to make donations, (c) is with, or for the benefit of, an officer
or other employee of the Company or a subsidiary, including an officer or
employee who is a Director of the Company or a subsidiary, and



                                          15
<PAGE>

may reasonably be expected, in the judgment of the Board of Directors, to
benefit the Company, or (d) has been approved by the affirmative  vote of the
holders of two-thirds (2/3) of the outstanding shares of the Company.  The loan,
guarantee, or other assistance may be with or without interest and may be
unsecured or may be secured in any manner that a majority of the Board of
Directors approves, including, without limitation, a pledge of or other security
interest in shares of the Company.

     SECTION 13.02.  ADVANCES TO OFFICERS, DIRECTORS, AND EMPLOYEES.  The
Company may, without a vote of the Directors, advance money to its Directors,
officers, or employees to cover expenses that can reasonably be anticipated to
be incurred by them in the performance of their duties and for which they would
be entitled to reimbursement in the absence of an advance.

                            ARTICLE XIV:  INDEMNIFICATION

     SECTION 14.01.  The Company shall 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 proceedings, wherever brought, whether civil,
criminal, arbitration, administrative, or investigative, whether or not by or in
the right of the Company, by reason of such person's being or having been a
Director, officer, member of a committee, employee, or agent of the Company,
against expenses, including without limitation, attorney's fees and
disbursements, judgments, fines, penalties, excise taxes assessed against the
person with respect to an employee benefit plan, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
proceeding to the fullest extent allowable pursuant to and in accordance with
the provisions of the Minnesota Business Corporation Act, as amended from time
to time; provided, however, that in the event said Act shall be amended to
increase or expand the permitted indemnification of persons provided for
therein, the Company shall be deemed to have adopted such amendment as of its
effective date, and provided that such indemnification shall be limited by other
applicable law.

                          ARTICLE XV:  DEFINITIONS AND USAGE

     SECTION 15.01.  SINGULAR, PLURAL; MASCULINE, FEMININE, AND NEUTER.
Whenever the context of these Restated Bylaws requires, the plural shall be read
to include the singular, and vice versa; and words of the masculine gender shall
refer to the feminine gender, and vice versa; and words of the neuter gender
shall refer to any gender.

     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Secretary of this
Company, does hereby certify that the foregoing Restated Bylaws constituting
pages numbered one through sixteen were duly adopted as the Bylaws of this
Company in accordance with applicable law.

                                        /s/ Mary Ann Morin
                                        -----------------------------------
                                        Secretary

Dated:  October 29, 1997
       -----------


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