<PAGE>

                                   Exhibit 3.8

                                State of Delaware
       Certificate of Incorporation of VH Contractor Acquisition Co., Inc.
                               A Stock Corporation

First: The name of the corporation is VH Contractor Acquisition Co., Inc.

Second: Its registered office in the State of Delaware is to be located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, Zip Code 19801. The registered agent in charge thereof is The
Corporation Trust Company.

Third: The purpose of the corporation is to engage in any lawful act of activity
for which corporations may be organized under the General Corporation Law of
Delaware.

Fourth: The total number of shares of stock which the corporation has authority
to issue is One Thousand (1,000) shares of Common Stock, par value One Cent
($0.01) per share.

Fifth: The name of the incorporator is Todd W. Burkett, whose mailing address is
Leo and Associates, 200 Randolph Avenue, Suite 200, Huntsville, AL 35801.

Sixth: In furtherance of and not in limitation of the powers conferred by
statute, the board of directors of the corporation is expressly authorized to
make, alter, or repeal the bylaws of the corporation, subject to the power of
the stockholders of the corporation to alter or repeal any bylaw whether adopted
by them or otherwise.

Seventh: Meetings of the stockholders may be held with or without the State of
Delaware, as the bylaws of the corporation may provide. The books of the
corporation may be kept outside the State of Delaware at such place or places as
may be designate from time to time by the board of directors or in the bylaws of
the corporation. Election of Directors need not be by written ballot unless the
bylaws of the corporation so provide.

Eighth: The corporation expressly elects not to be governed by ?203 of the
General Corporation Law of the State of Delaware.

Ninth: The corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences, and privileges of
whatsoever nature conferred upon stockholders, directors, or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
from or as hereafter amended are granted subject to the rights reserved in this
article.

I, the Undersigned, for the purpose of forming a corporation under the laws of
the State of Delaware, do make, file and record this Certificate, and do certify
that the facts herein stated are true, and I have accordingly hereunto set my
hand this _____________ day of _____________, A.D. 2001.


                                           BY:
                                              ---------------------------------
                                              Todd W. Burkett, Incorporator

<PAGE>


                                   Exhibit 3.8

                                     BYLAWS

                                       OF

                       VH CONTRACTOR ACQUISITION CO., INC.

THE SECURITIES CREATED BY THIS AGREEMENT, IF ANY, HAVE NOT BEEN REGISTERED WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN
EXEMPTION FROM SUCH REGISTRATION SET FORTH IN THE SECURITIES ACT OF 1933
PROVIDED BY SECTION 4(2) THEREOF, NOR HAVE THEY BEEN REGISTERED WITH THE
SECURITIES COMMISSION OF CERTAIN STATES IN RELIANCE UPON CERTAIN EXEMPTIONS FROM
REGISTRATION. THE EQUITY INTERESTS CREATED HEREBY HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED,
SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER
SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS.

<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

      The following capitalized terms are used in these Bylaws with the meanings
thereafter ascribed:

      "Affiliate" means (a) in the case of an individual, any relative of such
Person other than his or her parents, (b) any officer, director, trustee,
partner, manager, employee or holder of ten percent (10%) or more of any class
of the voting securities of or equity interest in such Person; (c) any
corporation, partnership, limited liability company, trust or other entity
controlling, controlled by or under common control with such Person; or (d) any
officer, director, trustee, partner, manager, employee or holder of ten percent
(10%) or more of the outstanding voting securities of any corporation,
partnership, limited liability company, trust or other entity controlling,
controlled by or under common control with such Person.

      "Articles of Incorporation" means the Certificate of Incorporation of the
Corporation, as filed with the Secretary of State of Delaware as the same may be
amended from time to time.

      "Available Cash" means such cash or cash equivalents on hand and in banks
as the Board of Directors in their discretion determine is then available for
distribution to the Shareholders after all current debts and obligations of the
Corporation have been paid or provision therefor has been made and Reserves have
been established.

      "Board of Directors" means the individuals elected as Directors.

      "Bylaws" means these Bylaws as originally executed and as amended from
time to time.

      "Capital Contribution" means any contribution to the capital of the
Corporation in cash or property by a Shareholder whenever made.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      "Confidential Information" means all proprietary or confidential
information concerning the business, finances, financial statements, properties
and operations of the Corporation and its Affiliates, including, without
limitation, know-how, trade secrets, agreements, business and marketing plans,
techniques, forecasts, projections, budgets, unpublished financial statements,
price lists, costs, computer programs, source and object codes, algorithms,
data, and other original works of authorship, along with all information
received from third parties and held in confidence by the Corporation and its
Affiliates, but shall not include Confidential Information concerning Affiliates
of the Directors of the Corporation.

      "Corporation" means VH Contractor Acquisition Co., Inc.

      "Delaware Act" means the Delaware General Corporation Law, as amended from
time to time.

      "Directors" means the individuals designated or elected to the Board of
Directors by the Shareholders.

      "Disposition" means any transfer or attempted transfer of all or any part
of the rights and incidents of ownership of an Interest (including, in the case
of a holder of the Shares, the right to vote), whether such transfer is outright
or conditional, inter vivos or testamentary, voluntary or involuntary, or for or
without consideration.

      "Employee" means any person employed by the Corporation and/or its
Subsidiaries on a full-time basis.

      "Entity" means any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust,
cooperative, or association or any foreign trust, foreign business organization
or other entity.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Fiscal Year" means the Corporation's fiscal year, which shall be the
calendar year.

      "Initial Capital Contribution" means the initial contribution to the
capital of the Corporation made by a Shareholder pursuant to these Bylaws, which
is set forth on Exhibit A.

      "Interest" means a Shareholder's entire interest in the Corporation
consisting of such Shareholder's Shares and all of the rights appurtenant
thereto granted pursuant to these Bylaws or the Act.

      "Net Losses" means the Corporation's taxable loss as computed under of the
Code.

      "Net Profits" means the Corporation's taxable income and gain as computed
under the Code.

      "Officer" means one or more persons appointed by the Board of Directors
pursuant to Article VI hereof.


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<PAGE>


      "Percentage Interest" means as to each Shareholder, that number set
opposite such Shareholder's name on Exhibit A in the column entitled "Percentage
Interest," as such number may be changed from time to time under the terms of
this Agreement.

      "Permitted Disposition" means a Disposition by an assignment of an
Interest in the Corporation effected with the consent of the holders of a
majority of the issued and outstanding Shares of the Corporation or pursuant to
the provisions of a Restrictive Stock Transfer Agreement. The foregoing
notwithstanding, the transferee shall be only an and shall not become a
Shareholder, unless and until such transferee is admitted to the Corporation as
a Shareholder in the manner described in Article XIV hereof. In addition, no
Disposition shall be a Permitted Disposition unless the Transferring Shareholder
shall have obtained the written agreement of the transferee, that such
transferee will be bound by, and the Interests proposed to be transferred will
be subject to, any other restrictions on transfer in these Bylaws and in any
Restrictive Stock Transfer Agreement which has been adopted by the Corporation
and its Shareholders. Furthermore, no Disposition shall be a Permitted
Disposition if such Disposition would cause the termination of the Corporation's
Sub-Chapter S Election, unless prior to the date of such Disposition the
Shareholders have elected to terminate the Sub-Chapter S Election pursuant to
Section 11.2 below.

      "Person" means any individual or entity, and the heirs, executors,
administrators, legal representatives, successors, and assigns of such "Person"
where the context so permits.

      "Restrictive Stock Transfer Agreement" means any restrictive stock
transfer agreement adopted by the Corporation and the Shareholders as the same
may be amended from time to time, provided, however, that the Corporation and
the Shareholders may opt not to adopt any such agreement.

      "Reserves" means with respect to any fiscal period, funds set aside or
amounts allocated during such period to reserves which shall be maintained in
amounts deemed sufficient by the Board of Directors for working capital and to
pay taxes, insurance, debt service, or other costs or expenses incident to the
ownership or operation of the Corporation's business.

      "Sale of Control" means any of the following transactions or a series of
related transactions having substantially the same effect as any of the
following transactions:

            (a) A Transfer to any person or persons (other than a Permitted
      Transferee), including any transfer to the Corporation, of Shares if after
      the proposed transfer all Shares held by the transferee and its
      affiliates, including the Shares transferred, constitute a majority of the
      then outstanding Shares;

            (b) A Public Offering in which any Shareholder participates as a
      Selling Shareholder; and

            (c) A merger or consolidation of the Corporation with or into any
      other person pursuant to which a majority of the voting securities of the
      surviving corporation will be held by persons who were not Shareholders
      prior to such transaction.

      "Shareholder" means each of the parties who executes a counterpart of
these Bylaws as a Shareholder and purchases Shares and each of the parties who
may hereafter be admitted as Shareholders.

      "Shares" are the basis for determining a Shareholder's share of the Net
Profits and Net Losses, distributions of the Corporation's assets pursuant to
these Bylaws, and the voting rights of Shareholders. Shares shall be evidenced
by certificates in the form approved by the Board of Directors. Each Share held
of record by a Shareholder shall entitle the Shareholder to one vote on all
matters which require or which are submitted for Shareholder approval.

      "Subsidiaries" means any and all corporations, partnerships, limited
liability companies or other entities of which the Corporation owns, directly or
indirectly, at least fifty percent (50%) of the voting shares or other equity
interests.

      "Tax Dividend" shall have the meaning ascribed to such term in Section
10.3.

      "Transfer" means any sale, assignment, transfer, gift, pledge,
encumbrance, hypothecation, grant of security interest or other voluntary or
involuntary disposition or alienation by a Shareholder of any Shares, other than
a sale or transfer of Shares by the Corporation.

      "Transferring Shareholder" means Shareholder who sells, assigns, pledges,
hypothecates, or otherwise transfers for consideration or gratuitously all or
any portion of the Shares held of record by such Shareholder.

      "Treasury Regulations" or "Regulations" means the Federal Income Tax
Regulations promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).


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<PAGE>

                                   ARTICLE II
                            FORMATION OF CORPORATION

      Section 2.1. Formation. The Articles of Incorporation of the Corporation
has been filed with the Secretary of State of Delaware in accordance with the
provisions of the Delaware Act evidencing the organization of the Corporation as
a Delaware corporation.

      Section 2.2. Name. The name of the Corporation is VH Contractor
Acquisition Co., Inc. The Corporation may change its name from time to time by
consent of the holders of a majority of the issued, outstanding and vested
Shares.

      Section 2.3. Principal Place of Business. The initial principal place of
business of the Corporation is at One ABC Parkway, Beloit, Wisconsin 53511. The
Corporation may change its principal place of business and may have offices at
any other place or places as the Board of Directors may from time to time deem
advisable.

      Section 2.4. Registered Office and Registered Agent. The Corporation's
initial registered agent in the State of Delaware shall be the Corporation Trust
Company. The initial registered office of the Corporation in the State of
Delaware shall be at 1209 Orange Street, Wilmington, Delaware 19801. The
registered office and registered agent may be changed from time to time pursuant
to the Act, the applicable rules promulgated thereunder and the vote of the
Board of Directors.

      Section 2.5. Term. The term of the Corporation commenced on September 25,
2001, which was the filing date of the Articles of Incorporation, and shall
continue until dissolved in accordance with the provisions of these Bylaws or
the Act.

      Section 2.6. Organizational Expenses. The Board of Directors shall cause
the Corporation to pay all organizational expenses incurred in connection with
the organization of the Corporation.

                                   ARTICLE III
                             BUSINESS OF CORPORATION

      The Corporation may engage in any lawful business whatsoever which shall
at any time appear conducive to or expedient for the protection or benefit of
the Corporation and its assets. The Corporation shall have all powers necessary
to or reasonably connected with the Corporation's business which may be legally
exercised by a corporation under the Delaware Act or which are necessary,
customary, convenient, or incident to the realization of its business purpose.

                                   ARTICLE IV
                       NAMES AND ADDRESSES OF SHAREHOLDERS

      The names and addresses of the Shareholders are set out on Exhibit A
hereto under the caption "Shareholder's Name and Address." The Board of
Directors and the Secretary hereby are authorized and instructed to update
Exhibit A as necessary from time to time to keep such exhibit accurate and up to
date.

                                    ARTICLE V
                         RIGHTS AND DUTIES OF DIRECTORS

      Section 5.1. Management. Except for situations in which the approval of
the Shareholders is expressly required by these Bylaws, a Restrictive Stock
Transfer Agreement or by non-waivable provisions of applicable law, the Board of
Directors shall have full and complete authority, power, and discretion to
manage and control the business, affairs, and properties of the Corporation, to
make all decisions regarding those matters, and to perform any and all other
acts or activities customary or incident to the management of the Corporation's
business.


                                       5

<PAGE>

      Section 5.2. Number of Directors. The number of Directors shall initially
be two (2), subject to increase or decrease as provided in a Restrictive Stock
Transfer Agreement or by a vote of the holders of a majority of the issued,
outstanding and vested Shares. The Directors shall be elected by the
Shareholders; additional procedures for such selection may be set forth in a
Restrictive Stock Transfer Agreement. Each Director shall be entitled to one
vote on all matters to be voted upon by the Board of Directors. Each Director
shall be elected at the annual meeting of the Shareholders or as otherwise
provided herein or in a Restrictive Stock Transfer Agreement. Each Director
shall hold office until the next annual meeting of the Shareholders and until
his or her successor shall be elected and qualified, subject, however, to prior
death, resignation, retirement or removal from office. Notwithstanding anything
contained in these Bylaws to the contrary, the affirmative vote of the holders
of a majority of the issued, outstanding and vested Shares, shall be required to
amend or repeal, or adopt any provision inconsistent with, this Article V.

      Section 5.3. Manner of Action, Quorum. The Board of Directors may not take
any action permitted to be taken by the Board of Directors unless the Board of
Directors act at any regular or special meeting held in accordance with Section
5.5 hereof or by written consent in accordance with Section 5.6 of these Bylaws.
A majority of the members of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting. All resolutions adopted and all
business transacted by the Board of Directors shall require the affirmative vote
of a majority of the Directors. Directors need not be Shareholders of the
Corporation.

      Section 5.4. Vacancies. If a vacancy is created due to the death,
resignation, removal or failure to stand for re-election of a Director who was
selected by a particular Shareholder or Shareholders pursuant to provisions set
forth in a Restrictive Stock Transfer Agreement, the particular Shareholder or
Shareholders, as the case may be, will have the right to select a replacement to
fill such vacancy. In all other instances, the Board of Directors at a regular
or special meeting may fill vacancies and such appointment by the Board of
Directors shall continue until the expiration of the term of the Director whose
place has become vacant.

      Section 5.5. Meetings. The Board of Directors shall meet annually, without
notice, immediately following the annual meeting of the Shareholders. The Board
of Directors may set any number of regular meetings by resolution. No notice
need be given for any annual or regular meeting set by resolution of the Board
of Directors. Special meetings of the Directors may be called at any time by the
President or by any Director, on two (2) days' written notice to each Director,
which notice shall specify the time and place of the meeting. Notice of any such
meeting may be waived by an instrument in writing executed before or after the
meeting. Directors may attend and participate in meetings either in person or by
means of conference telephones or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by means of such communication equipment shall
constitute presence in person at any meeting. Attendance in person at such
meeting shall constitute a waiver of notice thereof, unless such presence at
such meeting is specifically and solely to object to the notice of such meeting.

      Section 5.6. Action in Lieu of Meeting. Any action to be taken at a
meeting of the Board of Directors, or any action that may be taken at a meeting
of the Board of Directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
Directors and any further requirements of law pertaining to such consents have
been met.

      Section 5.7. Removal. Shareholders who serve as Directors or Directors who
serve at the designation of a particular Shareholder or Shareholders pursuant to
the terms of a Restrictive Stock Transfer Agreement may not be removed as
Directors without good cause and may only be removed as Directors with good
cause upon the vote of holders of a majority of the issued, outstanding and
vested Shares. Any other Director may be removed from office, without cause,
upon the vote of holders of a majority of the issued, outstanding and vested
Shares at a meeting with respect to which notice of such purpose is given
pursuant to Section 8.4. Any vacancy created by removal pursuant to this Section
5.7 shall be filled in accordance with Section 5.4.

      Section 5.8. Certain Powers of the Board of Directors. The Board of
Directors shall have plenary power and authority to conduct the business of the
Corporation, subject to the requirement of Shareholder approval for certain
acts, as set forth in Section 8.9 below. Without limiting the generality of the
preceding sentence or the powers described in Section 5.1 hereof, the Board of
Directors shall have full power and authority to authorize the Corporation:

            (a) To acquire property from any Person as the Board of Directors
      may determine. Upon the affirmative vote of the holders of a majority of
      the issued, outstanding and vested Shares, the fact that a


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<PAGE>

      Director or a Shareholder is directly or indirectly affiliated or
      connected with any such Person shall not prohibit the Board of Directors
      from acquiring property from that Person.

            (b) To purchase liability and other insurance to protect the
      Corporation's property and business.

            (c) To invest any Corporation funds (by way of example but not
      limitation) in time deposits, short-term governmental obligations,
      commercial paper or other investments.

            (d) Upon the affirmative vote of the holders of a majority of the
      issued, outstanding and vested Shares, to consummate a transaction set
      forth in Section 8.9 that will not violate or a cause of a default under
      any other agreement to which the Corporation may be bound. The affirmative
      vote of the holders of Shares shall not be required with respect to any
      sale or disposition of the Corporation's assets in the ordinary course of
      the Corporation's business.

            (e) To execute on behalf of the Corporation all instruments and
      documents, including, without limitation, checks; drafts; notes and other
      negotiable instruments; mortgages or deeds of trust; security agreements;
      financing statements; documents providing for the acquisition, mortgage or
      disposition of the Corporation's assets; assignments; bills of sale;
      leases; partnership agreements; bylaws of corporations; operating
      agreements of limited liability companies; and any other instruments or
      documents necessary in the opinion of the Board of Directors to the
      Corporation's business.

            (f) To employ accountants, legal counsel, managing agents, or other
      experts to perform services for the Corporation and to compensate them
      from Corporation funds.

            (g) To create offices and to delegate executive responsibility to
      them, and to appoint individuals, who need not be Directors, to serve as
      such Officers at the pleasure of the Board of Directors.

            (h) To do and perform all other acts as may be necessary or
      appropriate to the conduct of the Corporation's business.

      Unless authorized by the Board of Directors or the holders of a majority
of the issued, outstanding and vested Shares, no attorney-in-fact, employee,
Director or agent of the Corporation shall have any power or authority to bind
the Corporation in any way, to pledge its credit, or to render it liable
pecuniary for any purpose. No Shareholder shall have any power or authority to
bind the Corporation unless the Shareholder has been authorized by the Board of
Directors or the holders of a majority of the issued, outstanding and vested
Shares to act as an agent of the Corporation in accordance with the previous
sentence.

      Section 5.9. Liability for Certain Acts. No Director shall be liable to
the Corporation or to any Shareholder for any loss or damage sustained by the
Corporation or any Shareholder except loss or damage resulting from (a)
intentional misconduct, (b) knowing violation of law, or (c) a transaction from
which such Director received an improper personal benefit in violation or breach
of the provisions of these Bylaws or the Act.

      Section 5.10. Non-employee Directors; No Exclusive Duty to Corporation. A
Director who is not an Employee shall not be required to manage the Corporation
as the Director's sole and exclusive function, and any Director who is not an
Employee may have other business interests and may engage in other activities in
addition to those relating to the Corporation, even if such other business
interests or activities are competitive with the business of the Corporation;
provided, that a Director shall not be permitted to use Confidential Information
for any purpose not connected to the Corporation. Neither the Corporation nor
any Shareholders shall have any right, by virtue of these Bylaws, to share or
participate in such other investments or activities of a non-Employee Director
or to the income or proceeds derived therefrom or to obtain or use any
confidential information pertaining to such other investments or activities. A
Director who is not an Employee shall incur no liability to the Corporation or
any Shareholder as a result of engaging in any other businesses or ventures.

      Section 5.11. Resignation. Any Director of the Corporation may resign at
any time by giving written notice to the Corporation. The resignation of any
Director shall take effect upon receipt of notice thereof or at such later time
as shall be specified in such notice; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
The resignation of a Director who is also a Shareholder shall not affect the
such Shareholder's rights as a Shareholder.

      Section 5.12. Officer's and Director's Compensation. Any salaries and
other compensation of the Officers shall be fixed by the Board of Directors, and
no Officer shall be prevented from receiving such salary by reason of the fact
that he is also a Shareholder of the Corporation. Directors who are Employees
shall not receive special or separate compensation for serving on the Board of
Directors, but may receive compensation as Officers or


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<PAGE>

Employees. Directors who are not Employees may receive special or separate
compensation for serving on the Board of Directors and providing services to the
Corporation, as determined from time to time by the Board of Directors.

                                   ARTICLE VI
                                    OFFICERS

      Section 6.1. General Provisions. The Officers of the Corporation may
consist of a Chairperson of the Board, a Vice-Chairperson of the Board, a Chief
Executive Officer, a President, Vice Presidents, a Secretary, and a Treasurer
who shall be elected by the Board of Directors, and such other officers as may
be elected by the Board of Directors or appointed as provided in these Bylaws.
Each Officer shall be elected or appointed for a term as provided by resolution
of the Board of Directors. Each Officer shall serve until his or her successor
has been elected or appointed and has qualified or his or her earlier
resignation, removal from office, or death. Any two or more offices may be held
by the same person, except that the President and the Secretary shall not be the
same person.

      Section 6.2. The Chairperson and Vice-Chairperson of the Board. The
Chairperson of the Board of Directors, if and while there is an incumbent of the
office, shall preside at all shareholders' and directors' meetings at which he
or she is present. The chairperson of the board shall have and exercise general
supervision over the conduct of the Corporation's affairs and over its other
officers, subject, however, to the board's control. The chairperson of the board
of directors shall from time to time report to the board all matters within his
or her knowledge that the Corporation's interests may require to be brought to
the board's notice. The Vice-Chairperson of the Board shall have the duties of
the Chairperson of the Board during the absence or disability of the
Chairperson.

      Section 6.3. The Chief Executive Officer. If and while there is not an
incumbent in the office of the Vice-Chairperson of the Board, and during the
Vice-Chairperson's absence or disability, the Chief Executive Officer shall have
the duties of authority of the Vice-Chairperson of the Board specified in
Section 6.2 of these bylaws. The Chief Executive Officer, subject to the Board
of Directors' control, shall:

      (a)   establish, coordinate and implement the Corporation's business
            strategy;

      (b)   establish and monitor short and long term financial and budget plans
            of the Corporation;

      (c)   perform all functions of general strategic manager of the
            Corporation's business;

      (d)   have authority to sign, execute, and deliver in the Corporation's
            name all instruments either when specifically authorized by the
            Board of Directors or when required or deemed necessary or advisable
            by the Chief Executive Officer in the ordinary conduct of the
            Corporation's normal business, except in cases where the signing and
            execution of the instruments shall be expressly delegated by these
            bylaws or by the board to some other officer(s) or agent(s) of the
            Corporation or shall be required by law or otherwise to be signed or
            executed by some other officer or agent; and

      (e)   in general, perform all duties incident to the office of the chief
            executive officer and such other duties as from time to time may be
            assigned to him or her by the board of directors.

      Section 6.4. The President. If and while there is no incumbent in the
office of the Chief Executive Officer, and during the Chief's absence or
disability, the President shall have the duties and authority specified in
Section 4.09 of these bylaws. The President, subject to the board of directors'
control, shall:

      (a)   superintend and manage the Corporation's business;

      (b)   coordinate and supervise the work of its other officers (except the
            Chairperson and Vice-Chairperson of the Board and the Chief
            Executive Officer);

      (c)   employ, direct, fix the compensation of, discipline, and discharge
            its employees;

      (d)   employ agents, professional advisors, and consultants;

      (e)   perform all functions of a general manager of the Corporation's
            business;

      (f)   have authority to sign, execute, and deliver in the Corporation's
            name all instruments either when specifically authorized by the
            board of directors or when required or deemed necessary or advisable
            by the President in the ordinary conduct of the Corporation's normal
            business, except in cases where the signing and execution of the
            instruments shall be expressly delegated by these bylaws or by the
            board to some other officer(s) or agent(s) of the Corporation or
            shall be required by law or otherwise to be signed or executed by
            some other officer or agent; and


                                       8

<PAGE>

      (g)   in general, perform all duties incident to the office of the
            president and such other duties as from time to time may be assigned
            to him or her by the Board of Directors.

      Section 6.5. Vice Presidents. The Corporation may have one or more Vice
Presidents, elected by the Board of Directors, who shall perform such duties and
have such powers as may be delegated by the President or the Board of Directors.
In the absence, death, disability or refusal to act by the President, the Vice
President in order of seniority shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President.

      Section 6.6. Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the Shareholders and Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the Corporation records; (d) keep a register of the address of each Shareholder
and member of the Board of Directors which shall be furnished to the Secretary
by such Shareholder or member of the Board of Directors; and (e) in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to the Secretary by the President or Board of
Directors.

      Section 6.7. Assistant Secretaries. In the event of the Secretary's
absence or disability, any Assistant Secretary shall act as Secretary in all
respects and shall have and shall exercise and perform all of the powers and
duties of the Secretary, subject to any and all restrictions placed upon the
Secretary by the Board of Directors or the President or pursuant to these
Bylaws. The Assistant Secretaries shall have and shall exercise and perform such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the President or the Secretary or pursuant to these Bylaws.

      Section 6.8. Treasurer. Subject to the powers and the authority of the
Board of Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation (and may also be designated by such title) and shall have custody of
Corporation funds and securities and shall keep a full and accurate account of
receipts and disbursements thereof. The Treasurer shall deposit all monies and
other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors, shall disburse
Corporation funds as may be ordered by the Board of Directors, shall render to
the Shareholders, the President and the Board of Directors, at the request of
any of them, an accounting of all of his transactions as Treasurer and of the
financial condition of the Corporation. The Treasurer shall have and shall
exercise and perform such other powers and duties as may from time to time be
assigned to him by the Board of Directors, the President or these Bylaws.

      Section 6.9. Assistant Treasurers. In the event of the Treasurer's absence
or disability, any Assistant Treasurer shall act as Treasurer in all respects
and shall have and shall exercise and perform all of the powers and duties of
the Treasurer, subject to any and all restrictions placed upon the Treasurer by
the Board of Directors or the President or pursuant to these Bylaws. The
Assistant Treasurers shall have and shall exercise and perform such other powers
and duties as may from time to time be assigned to them by the Board of
Directors, the President or the Treasurer or pursuant to these Bylaws.

      Section 6.10. Other Officers. Officers, assistant officers and agents, if
any, other than those whose duties are provided for in these Bylaws, shall have
such authority and perform such duties as may from time to time be prescribed by
the Board of Directors.

                                   ARTICLE VII
                     RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

      Section 7.1. Limitation on Liability. Each Shareholder's liability shall
be limited as provided in the Act.

      Section 7.2. No Liability for Corporation Obligations. No Shareholder will
have any personal liability for any debts or losses of the Corporation beyond
such Shareholder's Capital Contributions, except as provided by law.

      Section 7.3. List of Shareholders. Upon written request of any
Shareholder, the Secretary shall provide a list showing the names, addresses,
and the number of Shares owned of record by all Shareholders and any other
information required by the Act.


                                       9

<PAGE>

      Section 7.4. Priority and Return of Capital. No holder of Shares shall
have priority over any other holder of Shares, either as to the return of
Capital Contributions or as to Net Profits, Net Losses, or distributions. This
Section 7.4 shall not apply to loans (as distinguished from Capital
Contributions) which a Shareholder has made to the Corporation.

      Section 7.5. Status of Shares Purchased by Corporation. Shares purchased
by the Corporation pursuant hereto shall not be deemed to be outstanding, and
shall revert to authorized and unissued Shares.

                                  ARTICLE VIII
                            MEETINGS OF SHAREHOLDERS

      Section 8.1. Annual Meeting. A meeting of Shareholders shall be held
annually, within four (4) months of the end of the Fiscal Year of the
Corporation. The annual meeting shall be held at such time and place and on such
date as the Board of Directors shall determine from time to time and as shall be
specified in the notice of the meeting. Failure to hold the annual meeting of
Shareholders as provided above shall not invalidate any actions taken by the
Corporation after the failure to hold the annual meeting as provided above.

      Section 8.2. Special Meetings. Special meetings of Shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
any Director, and shall be called by the President upon the written request of
one or more Shareholders holding at least twenty-five percent (25%) of the
issued, outstanding and vested Shares. Special meetings of Shareholders shall be
held at such time and place and on such date as shall be specified in the notice
of the meeting which shall state the purpose or purposes for which the meeting
is called.

      Section 8.3. Place of Meetings. Annual or special meetings of Shareholders
may be held within or outside the State of Delaware.

      Section 8.4. Notice of Meetings. Written notice of annual or special
meetings of Shareholders stating the place, day, and hour of the meeting shall
be given not less than ten (10) nor more than fifty (50) days before the date of
the meeting, either personally or by mail, by or at the direction of the Board
of Directors or person calling the meeting, to each Shareholder entitled to vote
at such meeting. Notice of a meeting may be waived by an instrument in writing
executed before or after the meeting. The waiver need not specify the purpose of
the meeting or the business transacted. Attendance at such meeting in person or
by proxy shall constitute a waiver of notice thereof.

      Section 8.5. Meeting of all Shareholders. If all of the Shareholders shall
meet at any time and place, either within or outside of the State of Delaware,
and consent to the holding of a meeting at such time and place, such meeting
shall be valid without call or notice, and at such meeting any lawful action may
be taken.

      Section 8.6. Record Date. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or Shareholders entitled to receive payment of any
distribution, or in order to make a determination of Shareholders for any other
purpose, the date on which notice of the meeting is mailed or the date on which
the resolution declaring such distribution is adopted, as the case may be, shall
be the record date for such determination of Shareholders. When a determination
of Shareholders entitled to vote at any meeting of Shareholders has been made as
provided in this Section 8.6, such determination shall apply to any adjournment
thereof.

      Section 8.7. Quorum. At all meetings of Shareholders, a majority of the
issued, outstanding and vested Shares represented at the meeting in person or by
proxy, shall constitute a quorum for the transaction of business. In the absence
of a quorum at any such meeting, a majority of the Shares so represented may
adjourn the meeting from time to time for a period not to exceed sixty (60) days
without further notice. However, if at the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each Shareholder of record entitled to vote at the meeting. 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 meeting as
originally noticed. The Shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
during such meeting of that number of Shares whose absence would cause less than
a quorum to be present.

      Section 8.8. Manner of Acting. If a quorum is present, the affirmative
vote of Shareholders holding the number of issued, outstanding and vested Shares
(voting in person or by proxy) required by the Act, by the Articles of
Incorporation, by these Bylaws or by a Restrictive Stock Transfer Agreement in
connection with such matter shall be


                                       10

<PAGE>

the vote of the Shareholders. Unless otherwise specified by these Bylaws, a
Restrictive Stock Transfer Agreement or the Act, the affirmative vote of holders
of at least fifty percent (50%) of the issued, outstanding and vested Shares
shall be required. Unless otherwise expressly provided herein or required under
applicable law, Shareholders who have an interest (economic or otherwise) in the
outcome of any particular matter upon which the Shareholders vote or consent may
vote or consent upon any such matter and their vote or consent, as the case may
be, shall be counted in the determination of whether the requisite matter was
approved by the Shareholders.

      Section 8.9. Actions Requiring Shareholder Approval. Shareholders holding
a majority of the issued outstanding and vested shares shall be required to
approve (i) a Sale of Control or (ii) a sale of all or substantially all of the
Corporation's assets. In addition to specific requirements for Shareholder
action elsewhere in these Bylaws, the Shareholders holding a majority of the
issued, outstanding and vested Shares shall be required to approve by
affirmative vote in accordance with Section 8.2 or 8.11 (a) any sale, exchange,
or other disposition of less than all, or substantially all, of the
Corporation's assets (other than in the ordinary course of the Corporation's
business, it being understood that a sale of an entire business segment shall
not be in the ordinary course)) which is to occur as part of a single
transaction or plan, (b) the merger or consolidation of the Corporation with or
into another entity, (c) the voluntary dissolution or liquidation of the
Corporation, (d) any amendment of the Bylaws, (e) the issuance of additional
equity securities (or securities convertible into or exchangeable for equity
securities) of the Corporation, and (f) a change in the number of Directors on
the Board of Directors.

      Section 8.10. Proxies. At all meetings of Shareholders, a Shareholder may
vote in person or by proxy executed in writing by the Shareholder or by a duly
authorized attorney-in-fact. Such proxy shall be filed with the Board of
Directors of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.

      Section 8.11. Action by Shareholders Without a Meeting. Action required or
permitted to be taken at a meeting of Shareholders may be taken without a
meeting if the consented to in writing by the holders of shares having voting
power to cast at least the minimum number (or in the case of voting groups, the
minimum numbers) of votes that would be necessary to authorize or to take the
action at a meeting at which all shares entitled to vote were present and voted.
Action taken under this Section 8.11 is effective when the Shareholders required
to approve such action have signed the consent, unless the consent specifies a
different effective date. The record date for determining Shareholders entitled
to take action without a meeting shall be the date the first Shareholder signs a
written consent.

      Section 8.12. Waiver of Notice. When any notice is required to be given to
any Shareholder, a waiver thereof in writing signed by the person entitled to
such notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.

      Section 8.13. Meeting by Telephone; Action by Consent. Shareholders may
also meet by conference telephone call if all Shareholders can hear one another
on such call and the requisite notice is given or waived.

                                   ARTICLE IX
              AUTHORIZED CAPITAL, CAPITAL CONTRIBUTIONS, AND LOANS

      Section 9.1. Authorized Number of Shares. The maximum number of Shares
which may be issued by the Corporation is 1,000, of which 1,000 Shares shall be
issued as set forth on Exhibit A upon the execution of these Bylaws. No
preferred shares are authorized by the Corporation's Articles of Incorporation.
The Board of Directors, shall have the authority, subject to the requirements of
Section 8.9 to issue any authorized but unissued Shares (including treasury
shares) for such consideration as the Board of Directors deems appropriate.

      Section 9.2. Share Certificates. Shares shall be evidenced by numbered
certificates in such form as shall be approved by the Board of Directors, signed
by the President or any Vice President and the Secretary. Any such Share
certificates shall be kept in a book and shall be issued in consecutive order.
The name of the person owning the Shares, the number of Shares owned by the
Shareholder, and the date of issue shall be entered on each certificate. Share
certificates exchanged or returned shall be canceled by the Secretary and
returned to their original place in the book of Shares.

      Section 9.3. Transfer of Shares. Transfers of Shares shall be made on the
books of the Corporation by the Transferring Shareholder in person or by power
of attorney, upon surrender of the old certificate evidencing the


                                       11

<PAGE>

Shares to be transferred, duly assigned to the transferee, and only upon
compliance with the provisions of these Bylaws.

      Section 9.4. Capital Contributions. By executing these Bylaws, the
Shareholders are agreeing that they have made or simultaneously herewith will
make Initial Capital Contributions to the Corporation in amounts and to the
extent provided in Exhibit A hereto. In the sole discretion of the Director(s),
Shareholders may make their Capital Contributions by means of consideration
other than cash. Such non-cash contributions shall be evidenced on Exhibit A
hereto. In consideration of the foregoing Capital Contribution, the Shareholders
shall receive Shares as provided on Exhibit A. Each Person who thereafter
purchases Shares from the Corporation shall make a Capital Contribution in an
amount determined by the Board of Directors.

      Section 9.5. Additional Contributions. Except as required under a
Restrictive Stock Transfer Agreement, no Shareholder shall be required to make
any additional Capital Contributions or loans to the Corporation. To the extent
approved by the Board of Directors, from time to time Shareholders may be
permitted to make additional Capital Contributions and/or loans if and to the
extent they so desire. In such event, Shareholders shall have the opportunity
(but not the obligation) to participate in such additional Capital Contributions
and/or loans on a pro rata basis.

                                    ARTICLE X
                                    DIVIDENDS

      Section 10.1. Timing, Amounts and Sources of Dividends. Subject to the
provisions of this Article X, the Corporation may pay cash dividends to the
Shareholders in such aggregate amounts and at such time or times as the Board of
Directors may determine, subject to their discretion to establish and administer
Reserves. All dividends shall be paid to each Shareholder in proportion to his
Percentage Interest.

      Section 10.2. Creation of Reserves. The Board of Directors shall have
discretion to establish Reserves out of Available Cash as they may determine to
be necessary or appropriate for the working capital needs of the Corporation,
anticipated capital expenditures, Corporation liabilities or otherwise, and to
determine the appropriate levels of such Reserves and the timing of additions to
and disbursements from such Reserves.

      Section 10.3 Dividends to Pay Tax Liabilities.

            (a) With respect to any taxable period of the Corporation during
      which it is an S Corporation, within thirty (30) days after the
      Corporation files its Federal income tax return, Form 1120S, for such
      taxable period, the Corporation shall promptly declare and pay a dividend
      (the "Tax Dividend") to all shareholders in an amount equal to (a) that
      portion of the Corporation's income attributed to such shareholders during
      such taxable period multiplied by (b) the sum of the maximum Federal and
      Wisconsin State income tax rates in effect for such taxable period less
      (c) the amount of any other dividend(s) to the shareholders during that
      taxable period. Such dividend is subject to the restrictions governing
      distributions under the Delaware Act and such other pertinent governmental
      restrictions as are now, or may hereafter, become effective.

            (b) If the Corporation, at the time for the payment of the Tax
      Dividend, does not have sufficient available to permit it lawfully to
      declare and pay such dividend, the shareholders and the Corporation shall
      take such action, or adopt such resolution, and cause such certificates
      and other documents to be filed as may be necessary to create sufficient
      funds or permit the payment of the Tax Dividend, whereupon the Corporation
      shall declare and pay such dividend.

            (c) Any dividends made pursuant to this Section 10.3 shall be
      treated as advances against dividends which are otherwise payable under
      Section 10.1.

      Section 10.4. Other Provisions Regarding Dividends. No cash shall be
distributed to any Shareholder if such dividend (i) is not permitted under the
Delaware Act or otherwise, or would constitute or result in a default, under any
agreement to which the Corporation is a party or to which Corporation assets are
subject, (ii) would constitute a fraudulent conveyance as against creditors of
the Corporation or (iii) if the Board of Directors, in their discretion,
determine in good faith that such dividend would not be in the best interests of
the Corporation.


                                       12

<PAGE>

                                   ARTICLE XI
                              SUB-CHAPTER S STATUS

      11.1. Sub-Chapter S Representation. Each shareholder acknowledges that the
Corporation has elected and its shareholders have consented to have the
Corporation treated, for Federal and State income tax purposes, as an S
Corporation, and each shareholder has delivered to the Corporation a written
consent to the Corporation's treatment as an S Corporation as necessary. Each
shareholder will provide to the Corporation, immediately upon the Corporation's
request, such properly signed consents or other documents as, in the opinion of
the Corporation, may be necessary or useful to maintaining the Corporation's
status as an S Corporation, and each shareholder covenants that he will do
nothing to interfere with the Corporation's maintaining its status as an S
Corporation.

      11.2. Revocation of Election. In the event that the shareholder, by the
affirmative vote of at least 80% of the votes which all the shareholders are
entitled to cast, determine to terminate the Corporation's status as an S
Corporation, and thereafter each shareholder is provided with written notice of
such determination, within sixty (60) days after the delivery of such notice,
each shareholder, if requested, will execute a consent to such revocation in the
form prescribed by the Internal Revenue Service and/or the relevant state
department(s) of revenue, and shall deliver such consent to the Secretary of the
Corporation.

      11.3. Inadvertent Termination of Sub-Chapter S Election. In the event of a
termination of the Corporation's status as an S Corporation, if the Corporation
and the shareholders remaining after such termination desire that the
Corporation's status as an S Corporation be continued, the Corporation and such
shareholder agree to use their best efforts to obtain from the Internal Revenue
Service a waiver of the terminating event on the grounds of inadvertency. The
Corporation and such shareholders further agree to take such steps, and make
such adjustments, as may be required by the Internal Revenue Service pursuant to
?1362(f)(3) and (4) of the Internal Revenue Code of 1986, as amended. The
shareholder who causes the terminating event to occur shall bear the expense of
procuring the waiver, including the legal, accounting and tax costs of taking
such steps, and of making such adjustments as may be required.

      11.4. Issuance of Shares Which Would Terminate S-Election.

            (a) Unless the shareholders have approved the termination of the
      Corporation's Sub-Chapter S Election pursuant to Section 11.2 above, the
      Corporation shall have no power to issue shares where such issuance would
      cause the Corporation's Sub-Chapter S Election to be terminated. Any
      attempted issuance of such shares shall be null and void and shall not be
      recognized by the Corporation.

            (b) For the purposes of determining whether a new issuance of shares
      would cause the termination of the Corporation's Sub-Chapter S Election by
      causing the Corporation to have more shareholders than the Internal
      Revenue Code allows for an S Corporation, the Corporation shall treat a
      husband and wife who both hold shares in the corporation as two
      shareholders, not as single shareholder as set forth in the Code. This
      section is designed to prevent an inadvertent termination of the S
      Election resulting from a divorced couple (formerly treated as a single
      shareholder) being treated as two shareholders upon divorce, which could
      cause the S Election to be terminated if the Corporation had possessed the
      maximum allowable number of shareholders prior to the divorce.

      11.5. Mandatory Buy-Back of Shares. The Board of Directors shall have the
authority to order a mandatory buy-back of the Corporation's shares where such a
buy-back is necessary to preserve the Corporation's S Election. Such shares
shall be repurchased by the Corporation at their fair market value or their
original purchase price, whichever is greater.

                                   ARTICLE XII
                                BOOKS AND RECORDS

      Section 12.1. Accounting Period. The Corporation's accounting period shall
be the calendar year.

      Section 12.2. Records and Reports. The Corporation shall maintain records
and accounts of operations and expenditures of the Corporation. At a minimum,
the Corporation shall keep at its principal place of business all records
required to be maintained by the Corporation under these Bylaws or the Act.

      Section 12.3. Tax Returns. The Board of Directors shall cause the
preparation and timely filing of all tax returns required to be filed by the
Corporation pursuant to the Code and all other tax returns deemed necessary and
required in each jurisdiction in which the Corporation does business. Copies of
such returns, or pertinent information therefrom, shall be furnished to the
Shareholders within a reasonable time after the end of the Corporation's fiscal
year.


                                       13

<PAGE>

      Section 12.4. Financial Statements, Reports, Etc. The Corporation shall
furnish to each Shareholder:

            (a) within ninety (90) days after the end of each fiscal year of the
      Corporation, an audited balance sheet of the Corporation, as of the end of
      such fiscal year and the related statements of income, Shareholders'
      equity, changes in cash flows for such fiscal year, and accountant's
      calculation of Book Value Per Share, prepared in accordance with generally
      accepted accounting principles;

            (b) within thirty (30) days after the end of each fiscal month, a
      balance sheet of the Corporation and an income statement of the
      Corporation, unaudited, but prepared in accordance with generally accepted
      accounting principles;

            (c) promptly following receipt by the Corporation, each audit
      response letter, accountant's management letter or other written report
      submitted to the Corporation by its independent public accountants in
      connection with an annual or interim audit of the books of the Corporation
      or any of its subsidiaries; and

            (d) promptly, from time to time, such other information regarding
      the business, prospects, financial condition, operations, property, or
      affairs of the Corporation as the Shareholders may reasonably request.

      Section 12.5. Board of Directors Meetings. The Corporation shall use its
good faith efforts to ensure that meetings of the Board of Directors of the
Corporation are held at least once every year.

      Section 12.6. Compliance with Laws. The Corporation shall comply with all
applicable laws, rules, regulations, and orders, noncompliance with which could
materially adversely affect its business or condition, financial or otherwise.

      Section 12.7. Keeping of Records and Books of Account. The Corporation
shall keep adequate records and books of account, in which complete entries will
be made in accordance with generally accepted accounting principles,
consistently applied, reflecting all financial transactions of the Corporation
and in which, for each fiscal year, all proper reserves for depreciation,
depletion, obsolescence, amortization, taxes, bad debts, and other purposes in
connection with its business shall be made.

                                  ARTICLE XIII
                 TRANSFERS AND SALES OF SHARES TO THIRD PARTIES

      No Shareholder shall make a Transfer of all or any portion of his Shares
unless such transfer is a Permitted Disposition. The Corporation shall not
recognize any Transfer that is not a Permitted Disposition.

                                   ARTICLE XIV
                          ADMISSION OF NEW SHAREHOLDERS

      At any time after the date of the formation of the Corporation, any Person
may become a Shareholder if (a) such Person is approved in writing by a majority
of the Directors and (b) the admission of such Person as a Shareholder is
approved in writing by Shareholders holding a majority of the issued,
outstanding and vested Shares. Upon the occurrence of (a) and (b) in the
preceding sentence, such Person shall be admitted as a Shareholder of the
Corporation by (i) executing a counterpart of these Bylaws, (ii) executing a
counterpart of any Restrictive Stock Transfer Agreement which has been adopted
by the Corporation and its Shareholders and is then in effect and (iii) if the
Person is not a transferee in connection with a Permitted Disposition, the
payment of a Capital Contribution in an amount determined by the Board of
Directors. Upon delivery to the Corporation of cash or other consideration of
such Capital Contribution, the Corporation shall issue a certificate evidencing
the number of Shares purchased. No additional Shareholders (or substitute
Shareholders) shall be entitled to any retroactive allocation of losses, income
or expense deductions incurred by the Corporation. The Board of Directors may,
at the time a Shareholder is admitted, close the Corporation books (as though
the Corporation's tax year had ended) or make pro rata allocations of loss,
income, and expense deductions to a new Shareholder for that portion of the
Corporation's tax year in which a Shareholder was admitted in accordance with
the provisions of 706(d) of the Code and the Treasury Regulations promulgated
thereunder.


                                       14

<PAGE>

                                   ARTICLE XV
                           DISSOLUTION AND TERMINATION

      Section 15.1. Dissolution.

            (a) The Corporation shall be dissolved by the written agreement of
      the Shareholders holding a majority of the issued, outstanding and vested
      Shares.

      Section 15.2. Effect of Dissolution. Upon dissolution, if the business of
the Corporation is not continued, the Corporation shall commence to wind up its
affairs.

      Section 15.3. Winding Up, Liquidation and Distribution of Assets.

            (a) Upon dissolution, an accounting shall be made by the
      Corporation's independent accountants of the accounts of the Corporation
      and of the Corporation's assets, liabilities, and operations, from the
      date of the last previous accounting until the date of dissolution. The
      Director(s) shall then immediately begin to wind up the affairs of the
      Corporation consistent with maximization of realization as to the
      Corporation's assets. All Shareholders acknowledge that final collection
      of such indebtedness and distribution with respect thereto may extend over
      a period of years and that winding up will proceed consistently with the
      foregoing.

            (b) If the Corporation is dissolved and its affairs are to be wound
      up, the Board of Directors shall:

                  (i) Sell or otherwise liquidate all of the Corporation's
            assets consistent with realization of full value of such assets and
            collection of any assets outstanding (except to the extent the Board
            of Director(s) may determine to distribute any assets to
            Shareholders and in kind),

                  (ii) Discharge all liabilities of the Corporation, including
            liabilities to Shareholders who are creditors, to the extent
            otherwise permitted by law, other than liabilities to Shareholders
            for dividends, and establish such Reserves as may be reasonably
            necessary to provide for contingent liabilities of the Corporation,

                  (iii) The remaining assets shall be distributed to
            Shareholders, either in cash or in kind, as determined by the Board
            of Directors, with any assets distributed in kind being valued for
            this purpose at their fair market value to the Shareholders.

                  (iv) If any assets of the Corporation are to be distributed in
            kind, the net fair market value of such assets as of the date of
            dissolution shall be determined by independent appraisal by the
            independent accountant regularly engaged by the Corporation or by
            the Board of Directors. Such assets shall be deemed to have been
            sold as of the date of dissolution for their fair market value.

            (c) Upon completion of the winding up, liquidation, and distribution
      of the assets, the Corporation shall be deemed terminated.

      Section 15.4. Articles of Dissolution. When all debts, liabilities, and
obligations of the Corporation have been paid and discharged or adequate
provisions have been made therefor and all of the remaining property and assets
of the Corporation have been distributed, Articles of Dissolution, as required
by the Act, shall be executed in duplicate and filed with the Delaware Secretary
of State.

      Section 15.5. Effect of Filing of Certificate of Dissolution. Upon the
filing of Articles of Dissolution with the Delaware Secretary of State, the
existence of the Corporation shall cease, except for the purpose of suits, other
proceedings and appropriate action as provided in the Act. The Shareholders
shall have authority to distribute any Corporation property discovered after
dissolution and take such other action as may be necessary on behalf of and in
the name of the Corporation.


                                       15

<PAGE>

                                   ARTICLE XVI
                            MISCELLANEOUS PROVISIONS

      Section 16.1. Application of Delaware Law. These Bylaws, and the
application of interpretation hereof, shall be governed exclusively by its terms
and by the laws of the State of Delaware.

      Section 16.2. No Action for Partition. No Shareholder has any right to
maintain any action for partition with respect to the property of the
Corporation.

      Section 16.3. Execution of Additional Instruments. Each Shareholder hereby
agrees to execute such other and further statements of interest and holdings,
designations, powers of attorney and other instruments necessary to comply with
any laws, rules or regulations.

      Section 16.4. Construction. Whenever the singular number is used in these
Bylaws and when required by the context, the same shall include the plural and
vice versa, and the masculine gender shall include the feminine and neuter
genders and vice versa.

      Section 16.5. Headings, Titles and Captions. The headings, titles and
captions in these Bylaws are inserted for convenience only and are in no way
intended to describe, interpret, define, or limit the scope, extent or intent of
these Bylaws or any provision hereof.

      Section 16.6. Waivers. The failure of any party to seek redress for
violation of or to insist upon the strict performance of any covenant or
condition of these Bylaws shall not prevent a subsequent act, which would have
originally constituted a violation, from having the effect of an original
violation.

      Section 16.7. Rights and Remedies Cumulative. The rights and remedies
provided by these Bylaws are cumulative and the use of any one right or remedy
by any party shall not preclude or waive the right not to use any or all other
remedies. Such rights and remedies are given in addition to any other rights the
parties may have by law, statute, ordinance, or otherwise.

      Section 16.8. Severability. If any provision of these Bylaws or the
application thereof to any person or circumstance shall be invalid, illegal or
unenforceable to any extent, the remainder of these Bylaws and the application
thereof shall not be affected and shall be enforceable to the fullest extent
permitted by law.

      Section 16.9. Heirs, Successors and Assigns. Each and all of the
covenants, terms, provisions and agreements herein contained shall be binding
upon and inure to the benefit of the parties hereto and, to the extent permitted
by these Bylaws, their respective heirs, legal representatives, successors, and
assigns.

      Section 16.10. Creditors. None of the provisions of these Bylaws shall be
for the benefit of or enforceable by any creditor of the Corporation.

      Section 16.11. Counterparts. These Bylaws may be executed in counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.

      Section 16.12. Notices. Any and all notices, offers, demands, or elections
required or permitted to be made under these Bylaws ("Notices") shall be in
writing, signed by the party giving such Notice, and shall be deemed given and
effective (a) when hand-delivered (either in person by the party giving such
notice, or by its designated agent, or by commercial courier), (b) on the second
business day following the day (as evidenced by proof of mailing) upon which
such notice is deposited, postage pre-paid, certified mail, return receipt
requested, with the Postal Service, (c) on the next business day when delivered
by recognized overnight courier or (d) upon delivery when delivered by facsimile
or e-mail at the address or the telecopier number described below or such other
address or telecopier number as either party from time to time may designate by
notice delivered to the other; provided, however, that no notice of change of
address or telecopier number shall be deemed given until received by the party
to be notified. Notices shall be sent to:

            (i) If to the Corporation:

                VH Contractor Acquisition Co., Inc.
                c/o ABC Supply Co., Inc.
                One ABC Parkway
                Beloit, Wisconsin 53511
                Attn: Kenneth A. Hendricks
                Telephone: (608) 362-7777
                Telecopy: (608) 362-6529


                                       16

<PAGE>

      with copies (which shall not constitute notice) to:

                Karl W. Leo, Esq.
                Leo and Associates
                200 Randolph Avenue, Suite 200
                Huntsville, Alabama  35801
                Telephone: (256) 539-6000
                Telecopy: (256) 539-6024

            (ii) If to a Shareholder, to the Shareholder's address as reflected
      in the Share ownership records of the Corporation or as the Shareholders
      shall designate to the Corporation in writing.

            (iii) If to a Director, at the address reflected in the records of
      the Corporation.

      Section 16.13. Invalidity. The invalidity or unenforceability of any
particular provision of these Bylaws shall not affect the other provisions
hereof, and the Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted. If any particular provision herein is
construed to be in conflict with the provisions of the Delaware Act or other
law, the provisions of these Bylaws shall control to the fullest extent
permitted by law. The invalidity or unenforceability of any provisions hereof
under applicable law shall not affect or invalidate the other provisions hereof,
and these Bylaws shall be construed in all respects as if such invalid
provisions were omitted.

      Section 16.14. Banking. All funds of the Corporation shall be deposited in
its name in an account or accounts as shall be designated from time to time by
the Board of Directors. All funds of the Corporation shall be used solely for
the business of the Corporation. All withdrawals from the Corporation bank
accounts shall be made only upon check signed by Officers or by such other
persons as the Board of Directors may designate from time to time.

      Section 16.15. Further Assurances. Each Shareholder agrees to cooperate,
and to execute and deliver in a timely fashion any and all additional documents
necessary to effectuate the purposes of the Corporation and these Bylaws.

      Section 16.16. Legends. Any certificate evidencing Shares shall bear the
following legends:

      On the face of the certificate:

      "TRANSFER OF SHARES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED IN
      ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE."

      On the reverse:

      "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE
      ONLY IN ACCORDANCE WITH THE BYLAWS AND RESTRICTIVE STOCK TRANSFER
      AGREEMENT (IF ANY) OF THE CORPORATION, COPIES OF WHICH ARE ON FILE AT THE
      PRINCIPAL OFFICE OF THE CORPORATION. NO TRANSFER OR PLEDGE OF THE SHARES
      EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE
      PROVISIONS OF SAID AGREEMENTS. BY ACCEPTANCE OF THIS CERTIFICATE, ANY
      HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE
      PROVISIONS OF SAID AGREEMENTS."

      "SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER
      FOR INVESTMENT PURPOSES ONLY AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION,
      HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
      OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED
      FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE
      REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE
      WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE CORPORATION OF
      COMPLIANCE WITH SUCH


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<PAGE>

      LAWS, AS TO WHICH THE CORPORATION MAY RELY UPON AN OPINION OF COUNSEL
      SATISFACTORY TO THE CORPORATION."

      Section 16.17. Investment Representation. In addition to the restrictions
on transfer set forth above, each Shareholder understands that Shareholder must
bear the economic risk of this investment for an indefinite period of time
because the Shares are not registered under the Securities Act of 1933, as
amended (the "1933 Act") or the securities laws of any state or other
jurisdiction. Shareholder has been advised that there is no public market for
the Shares and that the Shares are not being registered under the 1933 Act upon
the basis that the transactions involving its sale are exempt from such
registration requirements, and that reliance by the Corporation on such
exemption is predicated in part on the Shareholder's representations set forth
in these Bylaws. Each Shareholder acknowledges that no representations of any
kind concerning the future intent or ability to offer or sell the Shares in a
public offering or otherwise have been made to the Shareholder by the
Corporation or any other person or entity. The Shareholder understands that the
Corporation makes no covenant, representation or warranty with respect to the
registration of securities under the Securities Exchange Act of 1934, as
amended, or its dissemination to the public of any current financial or other
information concerning the Corporation. Accordingly, the Shareholder
acknowledges that there is no assurance that there will ever be any public
market for the Shares, and that the Shareholder may not be able to publicly
offer or sell any thereof.

      Each Shareholder represents and warrants that the Shareholder is able to
bear the economic risk of losing Shareholder's entire investment in the
Corporation, which investment is not disproportionate to Shareholder's net
worth, and that the Shareholder has adequate means of providing for
Shareholder's current needs and personal contingencies without regard to the
investment in the Corporation. The Shareholder acknowledges that an investment
in the Corporation involves a high degree of risk. The Shareholder acknowledges
that Shareholder and Shareholder's advisors have had an opportunity to ask
questions of and to receive answers from the Officers of the Corporation and to
obtain additional information in writing to the extent that the Corporation
possesses such information or could acquire it without unreasonable effort or
expense: (i) relative to the Corporation and the Shares; and (ii) necessary to
verify the accuracy of any information, documents, books and records furnished.
Each Shareholder represents, warrants and covenants to the Corporation that the
Shareholder is a resident of the state shown on Exhibit A hereto and will be the
sole party in interest as to the Shares acquired hereunder and is acquiring the
Shares for the Shareholder's own account, for investment only, and not with a
view toward the resale or distribution thereof.

      Each Shareholder agrees that the Shareholder will not attempt to pledge,
transfer, convey or otherwise dispose of the Shares except in a transaction that
is the subject of either (i) an effective registration statement under the 1933
Act and any applicable state securities laws, or (ii) an opinion of counsel,
which opinion of counsel shall be satisfactory to the Corporation, to the effect
that such registration is not required. The Corporation may rely on such an
opinion of Shareholder's counsel in making such determination. Each Shareholder
consents to the placement of legends on any certificates or documents
representing any of the Shares stating that the Shares have not been registered
under the 1933 Act or any applicable state securities laws and setting forth or
referring to the restrictions on transferability and sale thereof. The
Shareholder is aware that the Corporation will make a notation in its
appropriate records, and notify its transfer agent, with respect to the
restrictions on the transferability of the Shares.

      Each Shareholder represents that the Shareholder has consulted with the
Shareholder's attorneys, financial advisors and others regarding all financial,
securities and tax aspects of the proposed investment in the Corporation and
that such advisors have reviewed these Bylaws and all documents relating to
these Bylaws on Shareholder's behalf. Shareholder and the Shareholder's advisors
have sufficient knowledge and experience in business and financial matters to
evaluate the Corporation, to evaluate the risks and merits of an investment in
the Corporation, to make an informed investment decision with respect to
investment in the Corporation, and to protect the investors' interest in
connection with the investor's acquisition of shares in the Corporation without
the need for additional information which would be required to be included in a
complete registration statement effective under the 1993 Act.

      Section 16.19. Voting of Shares Held In Other Companies. In the absence of
other arrangements by the Board of Directors, shares of stock and/or membership
interest issued by any other corporation, limited liability company, or other
entity and owned or controlled by the Corporation may be voted at any
shareholders' or members' meeting of the other entity by the Chief Executive
Officer or, in the absence or disability of the Chief Executive Officer, the
President or (if the President is not present) the senior Vice President present
at the meeting, or, if neither the President nor any Vice President is present
at the meeting, the shares may be voted by such person as the Chief Executive
Officer designates and the person hereinabove designated shall be the proxy
designated to represent the Corporation at the meeting. In the absence of other
arrangements by the Board of Directors, the President, or, in the


                                       18

<PAGE>

absence or disability of the Chief Executive Officer, the President (and in the
absence or disability of the President, any Vice President) is authorized to
execute any consents in lieu of meeting of shareholders or members with respect
to the aforementioned entities.

      Section 16.20. Ongoing Expenses; Fees. The Corporation shall pay all of
its own expenses, including legal, accounting and other outside fees and
expenses.

      IN WITNESS WHEREOF, the undersigned have set their hands and seals
effective as of October ___, 2001.


CORPORATION:
VH CONTRACTOR ACQUISITION CO., INC.,
a Delaware corporation

By:
Its:


SHAREHOLDER:
AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC.

By:
Its:


                                       19

<PAGE>

                                    Exhibit A
                                       To
                                     Bylaws
                                       of
                       VH Contractor Acquisition Co., Inc.

Shareholder's Name                Capital Contribution     Shares     Percentage
and Address                       for Shares               Owned      Interest

--------------------------------------------------------------------------------

American Builders &               $1000                    1000       100%
Contractors Supply Co., Inc.


                                       20

<PAGE>

                                   Exhibit 3.8

                                STATE of DELAWARE
                           CERTIFICATE of AMENDMENT of
                          CERTIFICATE of INCORPORATION

      VH Contractor Acquisition Co., Inc., a corporation duly organized and
exisitng under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

      I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242
and has been consented to in writing by the sole stockholder, in accordance with
Section 228 of the General Corporation Law of the State of Delaware.

      II. The first Article of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:

      "The name of the Corporation is Vande Hey Roof Tile Installation, Inc."

      III. The capital of the Corporation shall not be reduced under or by
reason of said amendment.

      In Witness Whereof, the Corporation has caused this Certificate to be
executed by its duly authorized officer on this the _______ day of November,
2001.

                                           BY:
                                              ---------------------------------
                                           David Luck, President


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