<PAGE>

                                   Exhibit 3.9

                            Articles of Incorporation
                                M-H Manufacturing

<PAGE>

  RECEIVED - DEPT OF
FINANCIAL INSTITUTIONS
  STATE OF WINCONSIN

2002 APR 22 AM 10:57

                               State of Winconsin
                      DEPARTMENT OF FINANCIAL INSTITUTIONS           [LOGO]
                    Division of Corporate & Consumer Services



              ARTICLES OF AMENDMENT - STOCK, FOR-PROFIT CORPORATION


A.    The present corporate name (prior to any change effected by this
      amendment) is:

      M-H Manufacturing Co., Inc.

Text of Amendment (Refer to the existing articles of incorporation and the
instructions on the reverse of this form. Determine those items to be changed
and set forth the number identifying the paragraph in the articles of
incorporation being changed and how the amended paragraph is to read.)

RESOLVED, THAT the articles of incorporation be amended as follows:

 Article 1 is amended and restated in its entirety as follows:

 Article 1. Name of the corporation: Mule-Hide Manufacturing Co., Inc.





FILING FEE - $40.00 See instructions, suggestions and procedures on following
pages.

DFI/CORP/4(R09/01) Use of this form is voluntary.                         1 of 3

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                                                        STATE OF WISCONSIN
                                                               FILED

                                                            APR 29 2002

                                                           DEPARTMENT OF
                                                      FINANCIAL INSTITUTIONS

B. Amendment(s) adopted on April 1, 2002

(Indicate the method of adoption by checking (X) the appropriate choice below.)

     [_] In accordance with sec. 180.1002, Wis. Stats. (By the Board of
         Directors)
OR
     [X] In accordance with sec. 180.1003, Wis. Stats. (By the Board of
         Directors and Shareholders)
 OR
     [_] In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or
         Board of Directors, before issuance of shares)


C. Executed on April 18, 2O02                        /s/ David Luck
               --------------                     ----------------------
                   (Date)                              (Signature)
Title: [X] President [_] Secretary
or other officer title____________                 David Luck
                                                  ----------------------
                                                      (Printed name)

This document was drafted by Todd W. Burkett
                             ---------------------------------------------------
                              (Name the individual who drafted the document)

INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)

Submit one original and one exact copy to Dept. of Financial Institutions, P.O
Box 7846, Madison WI, 53707-7846, together with a FILING FEE of $40.00 payable
to the department. (If sent by Express or Priority U.S. mail, address to 345 W.
Washington Ave, 3/rd/ Floor, Madison WI, 53703). This document can be made
available in alternate formats upon request to qualifying individuals with
disabilities. The original must include an original manual signature, per sec.
180.0120(3)(c), Wis. Stats. Upon filing, the information in this document
becomes public and might be used for purposes other than that for which it was
originally furnished. If you have any questions, please contact the Division of
Corporate & Consumer Services at 608-261-7577. Hearing-impaired may call
608-266-8818 for TTY.

                                                                           2 of3

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ARTICLES OF AMENDMENT - Stock, For-Profit Corporation

   Todd W. Burkett, Leo and Associates

   200 Randolph Avenue, Suite 200

   Huntsville, AL 35801


..  Your return address and phone number during the day: (   ) (256) 539-6000
                                                       -------------------------
INSTRUCTIONS (Continued)
------------

A.   State the name of the corporation (before any change effected by this
     amendment) and the text of the amendment(s). The text should recite the
     resolution adopted (e.g., "Resolved, that Article 1 of the articles of
     incorporation be amended to read:........(enter the amended article). If an
     amendment provides for an exchange, reclassification or cancellation of
     issued shares, state the provisions for implementing the amendment if not
     contained in the amendment itself.

B.   Enter the date of adoption of the amendment(s). If there is more than one
     amendment, identify the date of adoption of each. Mark (X) one of the three
     choices to indicate the method of adoption of the amendment(s).

     By Board of Directors -Refer to sec. 180.1002 for specific information on
     the character of amendments that may be adopted by the Board of Directors
     without shareholder action.

     By Board of Directors and Shareholders - Amendments proposed by the Board
     of Directors and adopted by shareholder approval. Voting requirements
     differ with circumstances and provisions in the articles of incorporation.
     See sec. 180.1003, Wis. Stats., for specific information.

     By Incorporators or Board of Directors -Before issuance of shares - See
     sec. 180.1005, Wis.Stats., for conditions attached to the adoption of an
     amendment approved by a vote or consent of less than 2/3rds of the shares
     subscribed for.

C.   Enter the date of execution and the name and title of the person signing
     the document. The document must be signed by one of the following: An
     officer of the corporation (or incorporator if directors have not been
     elected), or a court-appointed receiver, trustee or fiduciary. A director
     is not empowered to sign.

If the document is executed in Wisconsin,sec. 182.01(3) provides that it shall
not be filed unless the name of the person (individual) who drafted it is
printed, typewritten or stamped thereon in a legible manner. If the document is
not executed in Wisconsin, enter that remark..

FILING FEE - $40.00.

                                                                          3 of 3

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                                   Exhibit 3.9

                                     BYLAWS

                                       OF

                           M-H MANUFACTURING 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.

                                       50

<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 Articles of Incorporation of the
Corporation, as filed with the Wisconsin Department of Financial Institutions 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 M-H Manufacturing Co., Inc.

"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.

"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.

                                       51

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"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).

"Wisconsin Act" means Chapter 180 of the Wisconsin Statutes, as amended from
time to time.

                                       52

<PAGE>

                                   ARTICLE II
                            FORMATION OF CORPORATION

Section 2.1. Formation. The Articles of Incorporation of the Corporation has
been filed with the Wisconsin Department of Financial Institutions in accordance
with the provisions of the Wisconsin Act evidencing the organization of the
Corporation as a Wisconsin corporation.

Section 2.2. Name. The name of the Corporation is M-H Manufacturing 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 Wisconsin shall be Diane M. Hendricks. The
initial registered office of the Corporation in the State of Wisconsin shall be
at One ABC Parkway, Beloit, WI 53511. 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 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 Wisconsin 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.

Section 5.2. Number of Directors. The number of Directors shall initially be
three (3), 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

                                       53

<PAGE>

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
         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.

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<PAGE>

                  (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 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.

                                       55

<PAGE>

                                   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

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    (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.

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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 Wisconsin.

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 Wisconsin, 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 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

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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 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

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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
     Wisconsin 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 Wisconsin 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.

                                   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

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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
(S)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.

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,

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          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.

                                   ARTICLE XV
                           DISSOLUTION AND TERMINATION

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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 Wisconsin
Secretary of State.

Section 15.5. Effect of Filing of Certificate of Dissolution. Upon the filing of
Articles of Dissolution with the Wisconsin Department of Financial Institutions,
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.

                                   ARTICLE XVI
                            MISCELLANEOUS PROVISIONS

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

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.

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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:

                                  M-H Manufacturing 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

with copies (which shall not constitute notice) to:

                                  Karl W. Leo, Esq.
                                  Leo and Associates
                                  200 Randolph Avenue, Suite 200
                                  Huntsville, Alabama 35801

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                                  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 Wisconsin 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
     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

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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 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.

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IN WITNESS WHEREOF, the undersigned have set their hands and seals effective as
of March ___, 2002.

CORPORATION:

M-H MANUFACTURING CO., INC.,
 a Wisconsin corporation

By:

Its:

SHAREHOLDER:


__________________________________
KENNETH A. HENDRICKS

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                                    Exhibit A
                                       To
                                     Bylaws
                                       of
                           M-H Manufacturing Co., Inc.

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

Kenneth A. Hendricks              $1000               1000             100%
One ABC Parkway
Beloit, WI 53511

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