RESTATED
BYLAWSOFADC TELECOMMUNICATIONS, INC.(April 18, 2005)

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 or restatement of the Articles of Incorporation or resolution of the
directors filing 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 corporate seal shall be circular in form and shall have
inscribed thereon the name of the corporation and the word "Minnesota" and the
words "Corporate 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 of 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.

(c)
Only  proposals  to be brought  before a regular  meeting of  shareholders  by a
shareholder  in  accordance  with the  following  procedures  shall be  considered  at
such  regular  meeting.  For a proposal to be  properly  brought by a shareholder  at a
regular  meeting,  the  shareholder  must give written notice to the Chief  Executive
Officer,  Chief Financial  Officer or Secretary of the corporation so as to be received
at the principal  executive  offices of the  corporation  not later  than the date
determined  in  accordance  with the proxy  rules  promulgated by the Securities and
Exchange Commission under the Securities  Exchange Act

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of 1934, as
amended,  that  proposals  of  shareholders  intended  to be  presented  at such  regular
meeting  must  be received in order to be  included in the  corporation's  proxy
statement  and proxy  for such  regular  meeting.  Each such notice shall set  forth (a)
the name and address  of the  shareholder who intends to make the proposal  specified in
such notice;  (b)  a  representation  that the shareholder is a holder of record of stock
of the  corporation  entitled to vote at the  regular  meeting and intends to appear in
person or by proxy at  such regular  meeting to make such proposal;  (c) a  brief
description  of such  proposal  and the  reasons  for making the  proposal  at the
regular  meeting;  (d) a  description of any material  interest of the  shareholder in
the matter  proposed;  and  (e) such other  information  that would be required to be
included in a proxy  statement  filed by the  corporation  pursuant to the proxy rules
of the Securities Exchange  Commission with respect to the proposal and the proponent
thereof.

Section
2.03.  Special Meetings. Special meetings of the shareholders may be held at any
time and for any proper purpose and may be called by the Chairman of the Board of
Directors, the President, the Treasurer, any two directors or a shareholder or
shareholders holding 10% or more of the voting power of all shares entitled to vote,
except that a special meeting called by a shareholder or shareholders for the purpose
of considering any action to directly or indirectly facilitate or effect a business
combination, including any action to change or otherwise affect the composition of
the Board of Directors for that purpose, must be called by a shareholder or
shareholders holding 25% or more of the voting power of all shares entitled to
vote. A shareholder or shareholders holding the requisite percentage of the
voting power may demand a special meeting of the shareholders by written notice
given to the chief executive officer or chief financial officer of the corporation
stating the purposes of the meeting. Within 30 days after receipt of such a demand by
one of those officers, the Board of Directors shall cause a special meeting of
shareholders to be called and held on notice no later than 90 days after receipt of the
demand, at the expense of the corporation. Special meetings shall be held on the date
and at the time and place fixed by the Chairman of the Board of Directors, the
President, the Treasurer, or the Board of Directors, except that a special meeting
called by or at demand of a shareholder or shareholders shall be held in the county
where the principal executive office is located. The business transacted at a
special meeting shall be limited to the purposes stated in the notice of 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
five (5) days before such adjourned 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

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those shares.
Upon 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.

(a)
Except as provided in Section 2.07(b),  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 or her 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,  which  notice  shall
be mailed at least ten days but not more than 60 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 (14) 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.

(b)
The  written  notice  required  by  Section  2.07(a)  need not be given  when the
meeting  is an  adjourned meeting and the date, time and place of the meeting were
announced at the time of adjournment.

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 a writing
signed by such shareholder or a representative entitled to vote the shares of such
shareholder. A shareholder, by his or her 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 direction of the Board of Directors, except as otherwise permitted by
statute.

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Section
3.02.  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
3.03.  Calling Meetings; Notice. Meetings of the Board of Directors may be called
by the Chairman of the Board by giving at least 24-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
3.04.  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 or her 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
3.05.  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
3.06.  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 purpose 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
3.07.  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 3.07
shall be deemed present in person at the meeting, and the place of the meeting
shall be the place of origination of the conference communication.

Section
3.08.  Vacancies; Newly Created Directorships. Vacancies in the Board of Directors
of this corporation occurring by reason of death, 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 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 3.08 shall be a director until such director's successor is elected by
the shareholders at their next regular or special meeting.

Section
3.09.  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 of
Directors 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 the majority of the directors
present. Each

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committee
(except any committee established pursuant to Minnesota  Statutes Section 302A.243) shall
be subject to the direction and control of, and  vacancies in the membership thereof
shall be filled by, the Board of Directors. 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 the resolution approved by the affirmative
vote of the majority of the Board of  Directors.

Section
3.10.  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 of Incorporation provide otherwise and the action need not be approved by
the shareholders.

Section
3.11.  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), a President, a Treasurer, a Secretary (if one
is elected by the Board), and such other officers and agents as may, from time to
time, be elected or appointed 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 and without their number, the President, Treasurer
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
President 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 directorships.

Section
4.03.  Removal and Vacancies. Any officer may be removed from his or her 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 may be filled for the unexpired term by the Board of Directors.

Section
4.04.  Chief Executive Officer. Either the Chairman of the Board or the President
of the corporation may be designated from time to time by the Board to be the
Chief Executive Officer of the corporation. Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Executive Officer (a) shall
have general active management of the business of the corporation; (b) shall, when
present, preside at all meetings of the shareholders; (c) shall see that all orders
and resolutions of the Board are carried into effect; (d) shall sign and deliver
in the name of the corporation any deeds,

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mortgages,
bonds, contracts or other  instruments pertaining to the business of the corporation
except in cases in which  the authority to sign and deliver is required by law to be
exercised by another  person or is expressly delegated by these Bylaws or the Board to
some other officer  or agent of the corporation; (e) may maintain records of and certify
proceedings  of the Board and shareholders; and (f) shall perform such other duties as
may from  time to time be assigned to him or her by the Board.

Section
4.05.  Chief Operating Officer. The Chief Operating Officer, if one is elected by
the Board, can be either the President or a Vice President. He or she shall be
responsible for the management of all of the operations of the corporation's business
and shall have such other authority and duties as the Board of Directors or the Chief
Executive officer from time to time may prescribe. He or she shall report to the
Chief Executive Officer and be responsible to him or her. He or she may also execute
and deliver in the name of the corporation any instruments or documents pertaining to
the business of the corporation which could be executed by the Chief Executive Officer.

Section
4.06.  Chief Financial Officer. Unless provided otherwise by a resolution adopted by
the Board of Directors, the Chief Financial Officer (a) shall keep accurate
financial records for the corporation; (b) shall render to the Chief Executive
Officer and the Board of Directors, whenever requested, an account of all of his or
her transactions as Chief Financial Officer and of the financial condition of the
corporation; and (c) shall perform such other duties as may be prescribed by the
Board of Directors or the Chief Executive Officer from time to time.

Section
4.07.  Chairman of the Board. Unless otherwise determined by the Board, the
Chairman of the Board shall be the Chief Executive Officer of the corporation and
shall preside at all meetings of the directors and shall have such other duties, as may
be prescribed, from time to time, by the Board of Directors.

Section
4.08.  President. Unless otherwise determined by the Board, the President shall be
the Chief Operating Officer of the corporation and shall supervise and control the
operations of the corporation. If an officer other than the President is designated
Chief Operating Officer, the President shall perform such duties as may from time to
time be assigned to him or her by the Board.

Section
4.09.  Vice President. The Board of Directors may designate one or more Vice
Presidents, who shall have such designations and powers and shall perform such
duties as prescribed by the Board of Directors or by the President. In the event of the
absence or disability of the President, the Vice Presidents shall succeed to his or
her power and duties in the order designated by the Board of Directors.

Section
4.10.  Secretary. The Secretary 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 book of the corporation. Except as otherwise required
or permitted by statute or by these Bylaws, the Secretary shall give notice of
meetings of shareholders and directors. The Secretary shall perform such other
duties as may, from time to time, be prescribed by the Board of Directors or by the
President.

Section
4.11.  Treasurer. The Treasurer shall (a) deposit all monies, drafts and checks in the
name of, and to the credit of, the corporation in such banks and depositories as the
Board of Directors shall designate from time to time; (b) shall endorse for deposit
all notes, checks and drafts received by the corporation as ordered by the Board,
making proper

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vouchers
therefor; and (c) shall distribute corporate funds and issue  checks and drafts in the
name of the corporation as ordered by the Board and shall  perform such duties as may
from time to time be assigned to him or her by the Board.

Section
4.12.  Removal and Vacancies. Any officer may be removed from his or her 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
4.13.  Compensation. The officers of this corporation shall receive such compensation
for their services as may be determined by or in accordance with resolutions of the
Board of Directors.

ARTICLE V.
SHARES AND THEIR TRANSFER

Section
5.01.  Shares Uncertificated. Except as otherwise provided in a resolution
approved by the majority of the directors present, all shares of the corporation shall
be uncertificated shares beginning on May 9, 2005. Notwithstanding the foregoing,
shares represented by a certificate issued prior to May 9, 2005, shall be certificated
shares until such certificate is surrendered to this corporation.

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 holder of such shares, or such shareholder's legal
representative, or the shareholder's duly authorized attorney-in-fact. 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.

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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;
| | -----------------------------------------------------------------------

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| | (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.  Audit. The Board of Directors shall cause the records and books of account
of the corporation to be audited at least once in each fiscal year and at such other
times as it may deem necessary or appropriate.

Section
7.04.  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 or 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.

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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  or 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 President 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 President 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 President to the extent granted to such other person
or persons.

Section
11.02.  Purchase and Sale of Securities. Unless otherwise ordered by the Board of
Directors, the President 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
person or persons.

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