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                                EXHIBIT 3.1

                       CERTIFICATE OF INCORPORATION

                                    OF

                   DAKOTA TELECOMMUNICATIONS GROUP, INC.


          The undersigned, Craig A. Anderson, for the purposes of
incorporating and organizing a corporation under the General Corporation
Law of the State of Delaware, does execute this Certificate of
Incorporation and does hereby certify as follows:

          ARTICLE I.  The name of the corporation is DAKOTA
TELECOMMUNICATIONS GROUP, INC.

          ARTICLE II.  The address of the corporation's registered office
in the State of Delaware is 1209 Orange Street, in the City of Wilmington,
County of New Castle.  The name of its registered agent at such address is
The Corporation Trust Company.

          ARTICLE III.  The nature of the business or purposes to be
conducted or promoted by the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

          ARTICLE IV.    The total number of shares which the corporation
shall have authority to issue is five million two hundred fifty thousand
(5,250,000) shares, which shall be divided into two classes as follows:
(A) five million (5,000,000) shares of Common Stock without par value
("Common Stock"); and (B) two hundred fifty thousand (250,000) shares of
Preferred Stock without par value ("Preferred Stock"), of which 15,000
shall be designated as Series A Junior Participating Preferred Stock.

          The designations, voting powers, preferences and relative
participating, optional or other special rights, and the qualifications,
limitations or restrictions of the above classes of stock and other general
provisions relating thereto shall be as follows:

     A.   PROVISIONS APPLICABLE TO COMMON STOCK

          1.   Except as otherwise required by law or by any amendment to
     this Certificate of Incorporation, each holder of Common Stock shall
     have one vote for each share of stock held by the stockholder on all
     matters voted upon by the stockholders.

          2.   Subject to the preferential dividend rights, if any,
     applicable to shares of Preferred Stock and subject to applicable
     requirements, if any, with respect to the setting aside of sums for
     purchase, retirement or sinking funds for Preferred Stock, the holders

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     of Common Stock shall be entitled to receive, to the extent permitted
     by law, such dividends as may be declared from time to time by the
     Board of Directors.

          3.   In the event of the voluntary or involuntary liquidation,
     dissolution, distribution of assets or winding up of the corporation,
     after distribution in full of the preferential amounts, if any, to be
     distributed to the holders of shares of Preferred Stock, holders of
     Common Stock shall be entitled to receive all of the remaining assets
     of the corporation of whatever kind available for distribution to
     stockholders ratably in proportion to the number of shares of Common
     Stock held by them respectively.  The Board of Directors may
     distribute in kind to the holders of Common Stock such remaining
     assets of the corporation or may sell, transfer or otherwise dispose
     of all or any part of such remaining assets to any corporation, trust
     or entity, or any combination thereof, and may sell all or any part of
     the consideration so received and distribute any balance thereof in
     kind to holders of Common Stock.  The merger or consolidation of the
     corporation into or with any other corporation, or the merger or
     consolidation of any other corporation into it, or any purchase or
     redemption of shares of stock of the corporation of any class, shall
     not be deemed to be a dissolution, liquidation or winding up of the
     corporation for the purposes of this paragraph.

          4.   The holders of Common Stock shall not have any preemptive or
     other preferential right to additional or treasury shares of the
     corporation.

          5.   Such numbers of shares of Common Stock as may from time to
     time be required for such purpose shall be reserved for issuance (1)
     upon conversion of any shares of Preferred Stock or any obligation of
     the corporation convertible into shares of Common Stock which is at
     the time outstanding or issuable upon exercise of any options or
     warrants at the time outstanding and (2) upon exercise of any options
     or warrants at the time outstanding to purchase shares of Common
     Stock.

     B.   PROVISIONS APPLICABLE TO PREFERRED STOCK GENERALLY

          1.   Shares of Preferred Stock may be issued in one or more
     series at such time or times and for such consideration or
     considerations as the Board of Directors may determine.  All shares of
     any one series shall be of equal rank and identical in all respects
     except that the dates from which dividends accrue or accumulate with
     respect thereto may vary.

          2.   The Board of Directors is expressly authorized at any time,
     and from time to time, to provide for the issuance of shares of
     Preferred Stock in one or more series, each with such voting powers,

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     full or limited, or without voting powers, and with such designations,
     preferences and relative participating, optional or other special
     rights, and such qualifications, limitations or restrictions thereof,
     as shall be stated in the resolution or resolutions providing for the
     issue thereof adopted by the Board of Directors, and as are not stated
     in this Certificate of Incorporation, or any amendment thereto,
     including (without limiting the generality of the foregoing) the
     following:

               (a)  The distinctive designation and number of shares
     comprising such series, which number may (except where otherwise
     provided by the Board of Directors in creating such series) be
     increased or decreased (but not below the number of shares then
     outstanding) from time to time by action of the Board of Directors.

               (b)  The stated value of the shares of such series.

               (c)  The dividend rate or rates on the shares of such series
     and the relation which such dividends shall bear to the dividends
     payable on any other class of capital stock or on any other series of
     Preferred Stock, the terms and conditions upon which and the periods
     in respect of which dividends shall be payable, whether and upon what
     conditions such dividends shall be cumulative and, if cumulative, the
     date or dates from which dividends shall accumulate.

               (d)  Whether the shares of such series shall be redeemable
     and, if redeemable, whether redeemable for cash, property or rights,
     including securities of any other corporation, and whether redeemable
     at the option of the holder or the corporation or upon the happening
     of a specified event, the limitations and restrictions with respect to
     such redemption, the time or times when, the price or prices or rate
     or rates at which, the adjustments with which and the manner in which
     such shares shall be redeemable, including the manner of selecting
     shares of such series for redemption if less than all shares are to be
     redeemed.

               (e)  The rights to which the holders of shares of such
     series shall be entitled, and the preferences, if any, over any other
     series (or of any other series over such series), upon the voluntary
     or involuntary liquidation, dissolution, distribution or winding up of
     the corporation, which rights may vary depending on whether such
     liquidation, dissolution, distribution or winding up is voluntary or
     involuntary, and, if voluntary, may vary at different dates.

               (f)  Whether the shares of such series shall be subject to
     the operation of a purchase, retirement or sinking fund and, if so,
     whether and upon what conditions such fund shall be cumulative or
     noncumulative, the extent to which and the manner in which such fund
     shall be applied to the purchase or redemption of the shares of such

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     series for retirement or to other corporate purposes and the terms and
     provisions relative to the operation thereof.

               (g)  Whether the shares of such series shall be convertible
     into or exchangeable for shares of any other class or of any other
     series of any class of capital stock of the corporation, and, if so
     convertible or exchangeable, the price or prices or the rate or rates
     of conversion or exchange and the method, if any, of adjusting the
     same, and any other terms and conditions of such conversion or
     exchange.

               (h)  The voting powers, if any, of the shares of such
     series, and whether and under what conditions the shares of such
     series (alone or together with the shares of one or more of other
     series having similar provisions) shall be entitled to vote separately
     as a single class, for the election of one or more additional
     directors of the corporation in case of dividend arrearages or other
     specified events, or upon other matters.

               (i)  Whether the issuance of any additional shares of such
     series, or of any shares of any other series, shall be subject to
     restrictions as to issuance, or as to the powers, preferences or
     rights of any such other series.

               (j)  Any other preferences, privileges and powers and
     relative participating, optional or other special rights, and
     qualifications, limitations or restrictions of such series, as the
     Board of Directors may deem advisable and as shall not be inconsistent
     with the provisions of this Certificate of Incorporation.

          3.   Shares of Preferred Stock redeemed, converted, exchanged,
     purchased, retired or surrendered to the corporation, or which have
     been issued and reacquired in any manner, may, upon compliance with
     any applicable provisions of the General Corporation Law of the State
     of Delaware, be given the status of authorized and unissued shares of
     Preferred Stock and may be reissued by the Board of Directors as part
     of the series of which they were originally a part or may be
     reclassified into and reissued as part of a new series or as a part of
     any other series, all subject to the protective conditions or
     restrictions of any outstanding series of Preferred Stock.

     C.   PROVISIONS APPLICABLE TO SERIES A JUNIOR PARTICIPATING PREFERRED
     STOCK

          1.     DESIGNATION AND AMOUNT.  The shares of such series shall
     be designated as "Series A Junior Participating Preferred Stock" and
     the number of shares constituting such series shall be 15,000.



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     2.   DIVIDENDS AND DISTRIBUTIONS.

               (a)  Subject to the prior and superior rights of the holders
     of any shares of any series of Preferred Stock ranking prior and
     superior to the shares of Series A Junior Participating Preferred
     Stock with respect to the holders of shares of Series A Junior
     Participating Preferred Stock shall be entitled to receive, when, as
     and if declared by the Board of Directors out of funds legally
     available for the purpose, quarterly dividends payable in cash on the
     fifteenth day of March, June, September and December in each year
     (each such date being referred to herein as a "Quarterly Dividend
     Payment Date"), commencing on the first Quarterly Dividend Payment
     Date after the first issuance of a share or fraction of a share of
     Series A Junior Participating Preferred Stock, in an amount per share
     (rounded to the nearest cent) equal to the greater of (i) $10 or
     (ii) subject to the provision for adjustment hereinafter set forth,
     100 times the aggregate per share amount of all cash dividends, and
     100 times the aggregate per share amount (payable in kind) of all non-cash
     dividends or other distributions other than a dividend payable in
     shares of Common Stock or a subdivision of the outstanding shares of
     Common Stock (by reclassification or otherwise), declared on the
     Common Stock since the immediately preceding Quarterly Dividend
     Payment Date, or, with respect to the first Quarterly Dividend Payment
     Date, since the first issuance of any share or fraction of a share of
     Series A Junior Participating Preferred Stock.  In the event the
     corporation shall at any time after the declaration of rights to
     purchase Series A Junior Participating Preferred Stock (a "Rights
     Declaration Date") (x) declare any dividend on Common Stock payable in
     shares of Common Stock, (y) subdivide the outstanding Common Stock or
     (z) combine the outstanding Common Stock into a smaller number of
     shares, then in each such case the amount to which holders of shares
     of Series A Junior Participating Preferred Stock were entitled
     immediately prior to such event under clause (ii) of the preceding
     sentence shall be adjusted by multiplying such amount by a fraction
     the numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator of which
     is the number of shares of Common Stock that were outstanding
     immediately prior to such event.  

               (b)  The corporation shall declare a dividend or
     distribution on the Series A Junior Participating Preferred Stock as
     provided in paragraph (a) above immediately after it declares a
     dividend or distribution on the Common Stock (other than a dividend
     payable in shares of Common Stock); provided that, in the event no
     dividend or distribution shall have been declared on the Common Stock
     during the period between any Quarterly Dividend Payment Date and the
     next subsequent Quarterly Dividend Payment Date, a dividend of $10 per
     share on the Series A Junior Participating Preferred Stock shall
     nevertheless be payable on such subsequent Quarterly Dividend Payment
     Date.
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               (c)  Dividends shall begin to accrue and be cumulative on
     outstanding shares of Series A Junior Participating Preferred Stock
     from the Quarterly Dividend Payment Date next preceding the date of
     issue of such shares of Series A Junior Participating Preferred Stock,
     unless the date of issue of such shares is prior to the record date
     for the first Quarterly Dividend Payment Date, in which case dividends
     on such shares shall begin to accrue from the date of issue of such
     shares, or unless the date of issue is a Quarterly Dividend Payment
     Date or is a date after the record date for the determination of
     holders of shares of Series A Junior Participating Preferred Stock
     entitled to receive a quarterly dividend and before such Quarterly
     Dividend Payment Date, in either of which events such dividends shall
     begin to accrue and be cumulative from such Quarterly Dividend Payment
     Date.  Accrued but unpaid dividends shall not bear interest.
     Dividends paid on the shares of Series A Junior Participating
     Preferred Stock in an amount less than the total amount of such
     dividends at the time accrued and payable on such shares shall be
     allocated pro rata on a share-by-share basis among all such shares at
     the time outstanding.  The Board of Directors may fix a record date
     for the determination of holders of shares of Series A Junior
     Participating Preferred Stock entitled to receive payment of a
     dividend or distribution declared thereon, which record date shall be
     no more than 30 days prior to the date fixed for the payment thereof.

     3.   VOTING RIGHTS.  The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

               (a)  Subject to the provision for adjustment hereinafter set
     forth, each share of Series A Junior Participating Preferred Stock
     shall entitle the holder thereof to 100 votes on all matters submitted
     to a vote of the stockholders of the corporation.  In the event the
     corporation shall at any time after the Rights Declaration Date (i)
     declare any dividend on Common Stock payable in shares of Common
     Stock, (ii) subdivide the outstanding Common Stock or (iii) combine
     the outstanding Common Stock into a smaller number of shares, then in
     each such case the number of votes per share to which holders of
     shares of Series A Junior Participating Preferred Stock were entitled
     immediately prior to such event shall be adjusted by multiplying such
     number by a fraction the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

               (b)  Except as otherwise provided herein or by law, the
     holders of shares of Series A Junior Participating Preferred Stock and
     the holders of shares of Common Stock shall vote together as one class
     on all matters submitted to a vote of stockholders of the corporation.



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               (c)  (i) If at any time dividends on any Series A Junior
     Participating Preferred Stock shall be in arrears in an amount equal
     to six quarterly dividends thereon, the occurrence of such contingency
     shall mark the beginning of a period (herein called a "default
     period") which shall extend until such time when all accrued and
     unpaid dividends for all previous quarterly dividend periods and for
     the current quarterly dividend period on all shares of Series A Junior
     Participating Preferred Stock then outstanding shall have been
     declared and paid or set apart for payment.  During each default
     period, all holders of Preferred Stock (including holders of the
     Series A Junior Participating Preferred Stock) with dividends in
     arrears in an amount equal to six quarterly dividends thereon, voting
     as a class, irrespective of series, shall have the right to elect two
     Directors.

                    (ii)  During any default period, such voting right of
     the holders of Series A Junior Participating Preferred Stock may be
     exercised initially at a special meeting called pursuant to
     subparagraph (iii) of this Section 3(c) or at any annual meeting of
     stockholders, and thereafter at annual meetings of stockholders,
     provided that neither such voting right nor the right of the holders
     of any other series of Preferred Stock, if any, to increase, in
     certain cases, the authorized number of Directors shall be exercised
     unless the holders of 10% in number of shares of Preferred Stock
     outstanding shall be present in person or by proxy.  The absence of a
     quorum of the holders of Common Stock shall not affect the exercise by
     the holders of Preferred Stock of such voting right.  At any meeting
     at which the holders of Preferred Stock shall exercise such voting
     right initially during an existing default period, they shall have the
     right, voting as a class, to elect Directors to fill such vacancies,
     if any, in the Board of Directors as may then exist up to two
     Directors or, if such right is exercised at an annual meeting, to
     elect two Directors.  If the number which may be so elected at any
     special meeting does not amount to the required number, the holders of
     the Preferred Stock shall have the right to make such increase in the
     number of Directors as shall be necessary to permit the election by
     them of the required number. After the holders of the Preferred Stock
     shall have exercised their right to elect Directors in any default
     period and during the continuance of such period, the number of
     Directors shall not be increased or decreased except by vote of the
     holders of Preferred Stock as herein provided or pursuant to the
     rights of any equity securities ranking senior to or PARI PASSU with
     the Series A Junior Participating Preferred Stock.

                    (iii)  Unless the holders of Preferred Stock shall,
     during an existing default period, have previously exercised their
     right to elect Directors, the Board of Directors may order, or any
     stockholder or stockholders owning in the aggregate not less than 10%
     of the total number of shares of Preferred Stock outstanding,

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     irrespective of series, may request, the calling of a special meeting
     of the holders of Preferred Stock, which meeting shall thereupon be
     called by the President, a Vice President or the Secretary of the
     corporation.  Notice of such meeting and of any annual meeting at
     which holders of Preferred Stock are entitled to vote pursuant to this
     subparagraph (iii) shall be given to each holder of record of
     Preferred Stock by mailing a copy of such notice to the holder at his
     or her last address as the same appears on the books of the
     corporation.  Such meeting shall be called for a time not earlier than
     20 days and not later than 60 days after such order or request or in
     default of the calling of such meeting within 60 days after such order
     or request, such meeting may be called on similar notice by any
     stockholder or stockholders owning in the aggregate not less than 10%
     of the total number of shares of Preferred Stock outstanding.
     Notwithstanding the provisions of this subparagraph (iii), no such
     special meeting shall be called during the period within 60 days
     immediately preceding the date fixed for the next annual meeting of
     the stockholders.

                    (iv)  In any default period, the holders of Common
     Stock, and other classes of stock of the corporation if applicable,
     shall continue to be entitled to elect the whole number of Directors
     until the holders of Preferred Stock shall have exercised their right
     to elect two Directors voting as a class, after the exercise of which
     right (x) the Directors so elected by the holders of Preferred Stock
     shall continue in office until their successors shall have been
     elected by such holders or until the expiration of the default period
     and (y) any vacancy in the Board of Directors may (except as provided
     in subparagraph (ii) of this Section 3(c)) be filled by vote of a
     majority of the remaining Directors theretofore elected by the holders
     of the class of stock which elected the Director whose office shall
     have become vacant.  References in this subparagraph to Directors
     elected by the holders of a particular class of stock shall include
     Directors elected by such Directors to fill vacancies as provided in
     clause (y) of the foregoing sentence.

                    (v)  Immediately upon the expiration of a default
     period, (x) the right of the holders of Preferred Stock as a class to
     elect Directors shall cease, (y) the term of any Directors elected by
     the holders of Preferred Stock as a class shall terminate and (z) the
     number of Directors shall be such number as may be provided for in the
     Certificate of Incorporation or Bylaws irrespective of any increase
     made pursuant to the provisions of subparagraph (ii) of this Section
     3(c) (such number being subject, however, to change thereafter in any
     manner provided by law or in the Certificate of Incorporation or
     Bylaws).  Any vacancies in the Board of Directors effected by the
     provisions of clauses (y) and (z) in the preceding sentence may be
     filled by a majority of the remaining Directors.


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               (d)  Except as set forth herein, holders of Series A Junior
     Participating Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are
     entitled to vote with holders of Common Stock as set forth herein) for
     taking any corporate action.

          4.  CERTAIN RESTRICTIONS.

               (a)  Whenever quarterly dividends or other dividends or
     distributions payable on the Series A Junior Participating Preferred
     Stock as provided in Section 2 are in arrears, thereafter and until
     all accrued and unpaid dividends and distributions, whether or not
     declared, on shares of Series A Junior Participating Preferred Stock
     outstanding shall have been paid in full, the corporation shall not

                    (i)  declare or pay dividends on, make any other
     distributions on, or redeem or purchase or otherwise acquire for
     consideration any shares of stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) to the
     Series A Junior Participating Preferred Stock;

                    (ii)  declare or pay dividends on or make any other
     distributions on any shares of stock ranking on a parity (either as to
     dividends or upon liquidation, dissolution or winding up) with the
     Series A Junior Participating Preferred Stock, except dividends paid
     ratably on the Series A Junior Participating Preferred Stock and all
     such parity stock on which dividends are payable or in arrears in
     proportion to the total amounts to which the holders of all such
     shares are then entitled;

                    (iii)  redeem or purchase or otherwise acquire for
     consideration shares of any stock ranking on a parity (either as to
     dividends or upon liquidation, dissolution or winding up) with the
     Series A Junior Participating Preferred Stock, provided that the
     corporation may at any time redeem, purchase or otherwise acquire
     shares of any such parity stock in exchange for shares of any stock of
     the corporation ranking junior (either as to dividends or upon
     dissolution, liquidation or winding up) to the Series A Junior
     Participating Preferred Stock;

                    (iv) purchase or otherwise acquire for consideration
     any shares of Series A Junior Participating Preferred Stock, or any
     shares of stock ranking on a parity with the Series A Junior
     Participating Preferred Stock, except in accordance with a purchase
     offer made in writing or by publication (as determined by the Board of
     Directors) to all holders of such shares upon such terms as the Board
     of Directors, after consideration of the respective annual dividend
     rates and other relative rights and preferences of the respective
     series and classes, shall determine in good faith will result in fair
     and equitable treatment among the respective series or classes.
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               (b)  The corporation shall not permit any subsidiary of the
     corporation to purchase or otherwise acquire for consideration any
     shares of stock of the corporation unless the corporation could, under
     paragraph (a) of this Section 4, purchase or otherwise acquire such
     shares at such time and in such manner.

          5.   REACQUIRED SHARES; SUBSEQUENT BOARD ACTIONS.  Any shares of
     Series A Junior Participating Preferred Stock purchased or otherwise
     acquired by the corporation in any manner whatsoever shall be retired
     and canceled promptly after the acquisition thereof.  All such shares
     shall upon their cancellation become authorized but unissued shares of
     Preferred Stock and may be reissued as part of a new series of
     Preferred Stock to be created by resolution or resolutions of the
     Board of Directors, subject to the conditions and restrictions on
     issuance set forth herein.  In addition, at any time that there are no
     shares of Series A Junior Participating Preferred Stock or rights to
     purchase the same outstanding, the Board of Directors, acting by
     resolution duly adopted, may file a Certificate of Designation,
     Preferences and Rights pursuant to Section 151 of the General
     Corporation Law of the State of Delaware providing that the Series A
     Junior Participating Preferred Stock shall become authorized but
     unissued shares of Preferred Stock and may be reissued as part of a
     new series of Preferred Stock to be created by resolution or
     resolutions of the Board of Directors, subject to the conditions and
     restrictions on issuance set forth herein.  

          6.    LIQUIDATION, DISSOLUTION OR WINDING UP.

               (a)  Upon any liquidation (voluntary or otherwise),
     dissolution or winding up of the corporation, no distribution shall be
     made to the holders of shares of stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) to the
     Series A Junior Participating Preferred Stock unless, prior thereto,
     the holders of shares of Series A Junior Participating Preferred Stock
     shall have received $100 per share, plus an amount equal to accrued
     and unpaid dividends and distributions thereon, whether or not
     declared, to the date of such payment (the "Series A Liquidation
     Preference").  Following the payment of the full amount of the Series
     A Liquidation Preference, no additional distributions shall be made to
     the holders of shares of Series A Junior Participating Preferred Stock
     unless, prior thereto, the holders of shares of Common Stock shall
     have received an amount per share (the "Common Adjustment") equal to
     the quotient obtained by dividing (i) the Series A Liquidation
     Preference by (ii) 100 (as appropriately adjusted as set forth in
     subparagraph (c) below to reflect such events as stock splits, stock
     dividends and recapitalizations with respect to the Common Stock)
     (such number in clause (ii), the "Adjustment Number").  Following the
     payment of the full amount of the Series A Liquidation Preference and
     the Common Adjustment in respect of all outstanding shares of Series A

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     Junior Participating Preferred Stock and Common Stock, respectively,
     holders of Series A Junior Participating Preferred Stock and holders
     of shares of Common Stock shall receive their ratable and
     proportionate share of the remaining assets to be distributed in the
     ratio of the Adjustment Number to one with respect to such Series A
     Junior Participating Preferred Stock and Common Stock, on a per share
     basis, respectively.

               (b)  In the event, however, that there are no sufficient
     assets available to permit payment in full of the Series A Liquidation
     Preference and the liquidation preferences of all other series of
     Preferred Stock, if any, which rank on the parity with the Series A
     Junior Participating Preferred Stock, then such remaining assets shall
     be distributed ratably to the holders of such parity shares in
     proportion to their respective liquidation preferences.  In the event,
     however, that there are no sufficient assets available to permit
     payment in full of the Common Adjustment, then such remaining assets
     shall be distributed ratably to the holders of Common Stock.

               (c)  In the event the corporation shall at any time after
     the Rights Declaration Date (i) declare any dividend on Common Stock
     payable in shares of Common Stock, (ii) subdivide the outstanding
     Common Stock or (iii) combine the outstanding Common Stock into a
     smaller number of shares, then in each such case the Adjustment Number
     in effect immediately prior to such event shall be adjusted by
     multiplying such Adjustment Number by a fraction the numerator of
     which is the number of shares of Common Stock outstanding immediately
     after such event and the denominator of which is the number of shares
     of Common Stock that were outstanding immediately prior to such event.

          7.   CONSOLIDATION, MERGER, ETC.  In case the corporation shall
     enter into any consolidation, merger, combination or other transaction
     in which the shares of Common Stock are exchanged for or changed into
     other stock or securities, cash and/or any other property, then in any
     such case the shares of Series A Junior Participating Preferred Stock
     shall at the same time be similarly exchanged or changed in an amount
     per share (subject to the provision for adjustment hereinafter set
     forth) equal to 100 times the aggregate amount of stock, securities,
     cash and/or any other property (payable in kind), as the case may be,
     into which or for each share of Common Stock is changed or exchanged.
     In the event the corporation shall at any time after the Rights
     Declaration Date (i) declare any dividend on Common Stock payable in
     shares of Common Stock, (ii) subdivide the outstanding Common Stock or
     (iii) combine the outstanding Common Stock into a smaller number of
     shares, then in each such case the amount set forth in the preceding
     sentence with respect to the exchange or change of shares of Series A
     Junior Participating Preferred Stock shall be adjusted by multiplying
     such amount by a fraction the numerator of which is the number of
     shares of Common Stock outstanding immediately after such event and

                                      -11-
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     the denominator of which is the number of shares of Common Stock that
     were outstanding immediately prior to such event.

          8.   NO REDEMPTION.  The shares of Series A Junior Participating
     Preferred Stock shall not be redeemable.

          9.   RANKING.  The Series A Junior Participating Preferred Stock
     shall rank junior to all other series of Preferred Stock as to the
     payment of dividends and the distribution of assets, unless the terms
     of any such series shall provide otherwise.

          10.  AMENDMENT.  The Certificate of Incorporation of the
     corporation shall not be further amended in any manner which would
     materially alter or change the powers, preferences or special rights
     of the Series A Junior Participating Preferred Stock so as to affect
     them adversely without the affirmative vote of the holders of a
     majority or more of the outstanding shares of Series A Junior
     Participating Preferred Stock, voting separately as a class.

          11.  FRACTIONAL SHARES.  Series A Junior Participating Preferred
     Stock may be issued in fractions of a share which shall entitle the
     holder, in proportion to such holders fractional shares, to exercise
     voting rights, receive dividends, participate in distributions and to
     have the benefit of all other rights of holders of Series A Junior
     Participating Preferred Stock.

          ARTICLE V.  The incorporator of the corporation is Craig A.
Anderson, whose mailing address is P.O. Box 66, 29705 453rd Avenue, Irene,
South Dakota 57037-0066.

          ARTICLE VI.  Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or
between this corporation and its stockholders or any class of them, a court
of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this corporation under <Section>291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under <Section>279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three fourths in value
of the creditors or class of creditors, and/or of the stockholders or class
of stockholders of this corporation, as the case may be, agree to such
compromise or arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court
to which the said application has been made, be binding on all the

                                      -12-
<PAGE>
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

          ARTICLE VII.  In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:

          (A)  To make, amend or repeal the Bylaws of the corporation.

          (B)  To authorize and cause to be executed mortgages and liens
     upon the real and personal property of the corporation.

          (C)  To set apart out of any of the funds of the corporation
     available for dividends a reserve or reserves for any proper purpose
     and to abolish any such reserve in the manner in which it was created.

          (D)  To designate one or more committees, each committee to
     consist of one or more of the directors of the corporation.  The Board
     may designate one or more directors as alternate members of any
     committee, who may replace any absent or disqualified member at any
     meeting of the committee.  The Bylaws may provide that in the absence
     or disqualification of a member of a committee, the member or members
     thereof present at any meeting and not disqualified from voting,
     whether or not the member or members constitute a quorum, may
     unanimously appoint another member of the Board of Directors to act at
     the meeting in place of any such absent or disqualified member.  Any
     such committee, to the extent provided in the resolution of the Board
     of Directors, or in the Bylaws of the corporation, shall have and may
     exercise all the powers and authority of the Board of Directors in the
     management of the business and affairs of the corporation, and may
     authorize the seal of the corporation to be affixed to all papers
     which may require it; but no such committee shall have the power or
     authority in reference to the following matters: (1) approving or
     adopting, or recommending to the stockholders, any action or matter
     expressly required by the Delaware General Corporation Law to be
     submitted to stockholders for approval or (2) adopting, amending or
     repealing any Bylaw of the corporation.

          (E)  When and as authorized by the stockholders in accordance
     with law, to sell, lease or exchange all or substantially all of the
     property and assets of the corporation, including its goodwill and its
     corporate franchises, upon such terms and conditions and for such
     consideration, which may consist in whole or in part of money or
     property including shares of stock in, and/or other securities of, any
     other corporation or corporations, as the Board of Directors shall
     deem expedient and in the best interests of the corporation.

          (F)  To appoint and determine the duties of the officers of the
     corporation and to establish the rights, powers, duties, rules and

                                      -13-
<PAGE>
     procedures that (1) govern the Board of Directors, including without
     limitation the vote required for any action by the Board of Directors
     and (2) affect the directors' power to manage the affairs of the
     corporation.

          (G)  To create and issue, by way of distributions to
     stockholders, as dividends or otherwise, rights or options entitling
     the holders thereof to purchase from the corporation shares of any
     class or series of the corporation's capital stock.  Such rights or
     options shall be evidenced in such manner as the Board shall approve
     and shall set forth the terms upon which, the time within which and
     the price at which such shares may be purchased from the corporation
     upon the exercise of any such right or option.  The terms and
     conditions of such rights or options may include, without limitation,
     provisions which adjust the option price or number of shares issuable
     under such rights or options in the event of an acquisition of shares
     or a reorganization, merger, consolidation, sale of assets or other
     occurrence involving the corporation, and restrictions or conditions
     that preclude or limit the entitlement, exercise or transfer of such
     rights or options by any person or persons who, after the date of
     creation or issuance of such rights or options, acquires, obtains the
     right to acquire or offers to acquire, directly or indirectly,
     beneficial ownership of a specified number or percentage of the
     corporation's outstanding voting shares or other shares of the
     corporation, or that invalidate or void such rights or options held by
     any such person or persons.

          (H)  No Bylaw shall be adopted by stockholders which shall impair
     or impede the implementation of the foregoing.

          ARTICLE VIII.  Members of the Board of Directors of the
corporation shall be elected, replaced and removed as follows:

          (A)  The number of directors shall be determined from time to
     time by resolution of the Board of Directors, provided that a vacancy
     in the Board of Directors need not be filled immediately, and until
     filled, such lesser number shall constitute the entire Board of
     Directors.  Except as otherwise provided in this Article, directors
     shall be elected at the annual meeting of stockholders, and each such
     director elected shall hold office until the annual meeting for the
     year in which the director's term expires and until the director's
     successor is elected.  A director need not be a stockholder, a citizen
     of the United States or a resident of the State of Delaware.

          (B)  The Board of Directors shall be divided into three classes
     as nearly equal in number as possible, with the term of office of one
     class expiring each year.  At each annual meeting of the stockholders,
     the successors of the class of directors whose term expires at that
     meeting shall be elected to hold office for a term expiring at the

                                      -14-
<PAGE>
     annual meeting of stockholders held in the third year following the
     year of their election.

          (C)  Subject to the rights of holders of any classes or series of
     Preferred Stock then outstanding, only persons who are nominated in
     accordance with the following procedures shall be eligible for
     election as directors:

               (1)  Nominations of candidates for election as
          directors of the corporation at an annual meeting may be
          made at the annual meeting of stockholders by or at the
          direction of the Board of Directors by any nominating
          committee or person appointed by the Board or by any
          stockholder of the corporation entitled to vote for the
          election of Directors at the annual meeting who complies
          with any notice procedures contained in the corporation's
          Bylaws.

               (2)  Nominations, other than those made by or at the
          direction of the Board, shall be made pursuant to timely
          notice in writing to the Secretary of the corporation.  To
          be timely, a stockholder's notice shall be delivered to or
          mailed and received at the principal executive offices of
          the corporation not less than 120 days prior to the date of
          the meeting in the case of an annual meeting, and not more
          than seven days following the date of notice of the meeting
          in the case of a special meeting.  Such stockholder's notice
          to the Secretary shall set forth:  (a) as to each person
          whom the stockholder proposes to nominate for election or
          re-election as a director,  (i) the name, age, business
          address and residence address of the person; (ii) the
          principal occupation or employment of the person; (iii) the
          class and number of shares of capital stock of the
          corporation which are beneficially owned by the person and
          (v) such other information relating to the person that is
          required to be disclosed in solicitations for proxies for
          election of directors pursuant to Rule 14a under the
          Securities Exchange Act of 1934, as amended; and (b) as to
          the stockholder giving the notice (i) the name and record
          address of the stockholder and (ii) the class and number of
          shares of capital stock of the corporation which are
          beneficially owned by the stockholder.  The corporation may
          require any proposed nominee to furnish such other
          information as may reasonably be required by the corporation
          to determine the eligibility of such proposed nominee to
          serve as director of the corporation.  No person shall be
          eligible for election as a director of the corporation
          unless nominated in accordance with the procedures set forth
          herein.

                                      -15-

<PAGE>
               (3)  The chairman of the meeting shall, if the facts
          warrant, determine and declare to the meeting that a
          nomination was not made in accordance with the foregoing
          procedure, and if the chairman so determines, the chairman
          shall so declare to the meeting and the defective nomination
          shall be disregarded.

          (D)  Subject to the rights of the holders of any series of
     Preferred Stock then outstanding, any vacancy occurring in the Board
     of Directors caused by resignation, removal, death, disqualification
     or other incapacity, and any newly created directorships resulting
     from an increase in the number of directors, shall be filled by a
     majority vote of directors then in office whether or not a quorum and
     shall not be filled by the stockholders.  When the number of directors
     is changed, any newly created or eliminated directorship shall be so
     apportioned among the classes of directors as to make all classes as
     nearly equal in number as possible.  Each director chosen to fill a
     vacancy or newly created directorship shall hold office for the term
     coinciding with the class of his or her directorship and until his
     successor shall be elected and qualify.  No decrease in the number of
     directors constituting the Board of Directors shall shorten the term
     of any incumbent director.

          (E)  Subject to the rights of the holders of any series of
     Preferred Stock then outstanding, any director may be removed from
     office at any time by the holders of a majority of the shares entitled
     to vote on the election of directors, but only for cause.  "Cause" is
     present when: (1) the director whose removal is proposed has been
     convicted of a felony by a court of competent jurisdiction and such
     conviction is no longer subject to direct appeal; (2) the director has
     been adjudicated by a court of competent jurisdiction to be liable for
     negligence, or misconduct, in the performance of the director's duty
     to the corporation in a matter of substantial importance to the
     corporation and such adjudication is no longer subject to a direct
     appeal; (3) the director has become mentally incompetent, whether or
     not so adjudicated, which mental incompetency directly affects the
     director's ability as a director of the corporation or (4) the
     director's actions or failure to act have been in derogation of the
     director's duties, as provided in the Bylaws of the corporation or
     otherwise provided by law.  Any proposal for removal pursuant
     to (3) or (4) that is initiated by the Board of Directors for
     submission to the stockholders requires the affirmative vote of at
     least two-thirds of the total number of directors then in office,
     excluding the director who is the subject of the removal action and
     who shall not be entitled to vote thereon.

          (F)  Any director may resign at any time and such resignation
     shall take effect upon receipt thereof by the Chief Executive Officer
     or the Secretary unless otherwise specified in the resignation.

                                      -16-
<PAGE>
          (G)  Notwithstanding any provision to the contrary, the
     provisions contained in this Section shall not be amended, altered,
     modified or repealed, and no provision inconsistent with this Article
     may be adopted, except upon either (1) the affirmative vote of the
     holders of not less than two-thirds of the outstanding stock of the
     corporation entitled to vote in elections of directors or (2) the
     affirmative vote of a majority of the whole Board of Directors and the
     affirmative vote of the holders of a majority of such outstanding
     stock present in person or represented by proxy at any meeting of
     stockholders.

          (H)  (1)  No person who has asserted or hereafter asserts
          any Claim against the corporation or any Subsidiary (a
          "Plaintiff"), and no person who is or becomes an Affiliate
          or Associate of any Plaintiff, so long as such person
          continues to be such an Affiliate or Associate (a "Related
          Person"), shall be eligible to be elected or to serve as a
          director of the corporation until after such Claim is
          Finally Resolved, PROVIDED, that a director of the
          corporation who is validly nominated and elected a director
          and who thereafter becomes a Plaintiff or Related Person
          shall not solely by reason of becoming a Plaintiff or
          Related Person cease to be a director, but rather shall
          continue as a director for the remainder of the term for
          which the person was elected or until the person's
          resignation or removal; PROVIDED FURTHER, that it shall be
          the duty of any such director promptly to notify the Board
          of Directors that the person is or has become a Plaintiff or
          Related Person and to either promptly take all steps as may
          be necessary to cause himself or herself to be neither a
          Plaintiff nor Related Person or, if all such steps cannot be
          or have not been taken and the person continues to be either
          a Plaintiff or Related Person and the pertinent Claim has
          not been Finally Resolved within the pertinent Resolution
          Period, resign as a director of the corporation, effective
          immediately, at or before the end of such Resolution Period.

               (2)  For purposes of this Section, the definitions set
          forth in Article X shall apply to such terms used in this
          Article as if the definitions were fully restated in this
          Article.  In addition, the following terms shall have the
          following respective meanings:

                    (a)  In addition to the definition of "Control"
               set forth in Article X, for purposes of this Article, a
               controlling relationship between any person and another
               person shall be deemed to exist whenever (but shall not
               be limited to a situation in which) the former person
               directly or indirectly holds or owns at least 15% of

                                      -17-
<PAGE>
               the outstanding securities of any class or series of
               voting securities issued by, or at least 15% of the
               aggregate voting power with respect to, the latter
               person.

                    (b)  "Claim" means any claim, cross-claim,
               counterclaim or third-party claim pled in any action,
               suit or proceeding (whether at law, in equity or
               otherwise and regardless of the character of the relief
               sought) before or subject to the jurisdiction of any
               court, governmental agency or instrumentality,
               arbitrator or similar body or authority, other than:

                         (i)  one which, when aggregated with all
                    other claims, cross-claims, counterclaims and
                    third-party claims asserted by the pertinent
                    Plaintiff or any Related Person of such Plaintiff
                    against the corporation or any Subsidiary that
                    have not been Finally Resolved, if decided
                    adversely to the corporation or a Subsidiary,
                    along with all other aggregated claims, cross-claims,
                    counterclaims and third-party claims,
                    could not result in an order or orders compelling
                    the corporation and/or any of its Subsidiaries to
                    pay out or otherwise dispose of cash or any other
                    assets having an aggregate value in excess of 10%
                    of the consolidated current assets of the
                    corporation as of the quarter then most recently
                    ended or render the corporation insolvent; or

                         (ii) one arising pursuant to a contract
                    between the corporation and the pertinent
                    Plaintiff or Related Person that was approved by a
                    majority of the Continuing Directors (as defined
                    in Article X of this Certificate of
                    Incorporation), including without limitation
                    claims arising under any indemnity or employment
                    contract; or

                         (iii)     one asserted in the right of the
                    corporation.

                    (c)  When used with respect to any particular
               Claim, the term "Finally Resolved" means that a final
               order has been rendered with respect to such Claim and
               all available appeals from such order have been
               exhausted or the time for seeking such review has
               expired.


                                      -18-
<PAGE>
                    (d)  "Resolution Period" means, in any case, the
               30-day period beginning on the earlier of (i) the date
               on which a director of the corporation notifies the
               Board of Directors that such director has become a
               Plaintiff or Related Person or (ii) the date on which
               the Board of Directors determines that a director of
               the corporation has become a Plaintiff or Related
               Person; PROVIDED, that the Board of Directors may (but
               is not required to) extend a Resolution Period for one
               period not to exceed 15 additional days if the director
               establishes to the Board's satisfaction a reasonable
               likelihood that during such extended period the
               pertinent Claim will be Finally Resolved or such
               director will cease to be both a Plaintiff and a
               Related Person.

               (3)  The Board of Directors of the corporation (acting
          by at least a majority of all directors, excluding any who
          have acknowledged themselves to be or have been determined
          to be Plaintiffs or Related Persons at the time of such
          Board action and excluding any director or directors whose
          status as Plaintiff or Related Person is the subject of such
          action) shall have the authority to determine whether any
          director of the corporation is or is not or has ceased to be
          a Plaintiff or Related Person, and the Board of Directors
          (acting by at least a majority of all directors, excluding
          any who have acknowledged themselves to be or have been
          determined to be Plaintiffs or Related Persons and, if the
          matter at issue relates to the next annual meeting of
          stockholders of the corporation to occur after such Board
          action, excluding any director whose term of office would
          expire at such meeting and who at the time of such action
          has not irrevocably decided not to stand for reelection)
          shall have the authority to determine whether any person
          nominated or proposed for nomination as a director or who is
          the subject of a stockholder request as provided below is
          ineligible to be so nominated and elected by virtue of being
          a Plaintiff or Related Person.  Each such Board
          determination shall be based upon such information as has
          been brought to the attention of the Board (whether in a
          stockholder request or otherwise) at the time such
          determination is made, and no Board determination that any
          director or other person is or is not or has ceased to be a
          Plaintiff or Related Person shall preclude the Board from
          reconsidering the matter and making the contrary
          determination in light of any facts or circumstances first
          coming to the attention of the Board after the prior
          determination was made.


                                      -19-
<PAGE>
               (4)  The Board of Directors shall not nominate any
          person for election as a director of the corporation unless
          such prospective nominee has provided the Board with (i) all
          such information as the Board (or any member thereof not
          excluded from determining the status of such person as a
          Plaintiff or Related Person) has deemed necessary or
          appropriate to enable the Board to determine such status and
          (ii) a signed statement by the prospective nominee that such
          person, having reviewed this Section, is aware of no reason
          not disclosed to the Board why he or she would or might be
          considered a Plaintiff or Related Person (which statement
          also shall include an undertaking by such person that if he
          or she is nominated, such person promptly will inform the
          Board, by written notice to the Chairman of the Board or the
          Secretary of the corporation, if at any time prior to the
          election to which such person's nomination relates he or she
          becomes aware of any fact or circumstance, whether in
          existence on the date such undertaking is given or arising
          afterward, which has given such person any reason to believe
          that the person is or might be considered a Plaintiff or
          Related Person), and unless after receipt of such
          information and such statement, the Board has determined
          that the prospective nominee is not a Plaintiff or Related
          Person.

               (5)  Any stockholder who is uncertain whether any
          person the stockholder desires to nominate for election as a
          director of the corporation (a "candidate") is a Plaintiff
          or Related Person may request a determination from the Board
          concerning that matter.  Any such request must be in
          writing, identify the candidate, set forth all reasons why
          the stockholder has such uncertainty concerning the
          candidate, explain why the stockholder believes that the
          candidate should not be considered a Plaintiff or Related
          Person and include an undertaking by or on behalf of the
          stockholder that, if the candidate is determined not to be a
          Plaintiff or Related Person, the stockholder promptly will
          inform the Board in the manner specified in Paragraph (4)
          above if any time prior to the election of directors next
          occurring the stockholder learns of any fact or circumstance
          (whether in existence on the date of the request or arising
          afterward) which has given the stockholder any other reason
          to believe that or to be uncertain whether the candidate is
          or might be considered a Plaintiff or Related Person.  Any
          such request also must be accompanied by a signed statement
          of the candidate to which the request relates stating that,
          having reviewed this Section and the request, the candidate
          knows of no reason not stated in the request why the
          candidate would or might be considered a Plaintiff or

                                      -20-
<PAGE>
          Related Person and believes for the reasons stated in the
          request that he or she should not be considered a Plaintiff
          or Related Person, which statement also shall include an
          undertaking by the candidate comparable to that of the
          requesting stockholder. With respect to any meeting at which
          directors are to be elected, a stockholder may submit
          requests as to any number of candidates up to and including
          five times the number of directors to be elected at such
          meeting.  A request may be submitted at any time at which
          the stockholder properly may give notice of intent to
          nominate a candidate for election as a director (other than
          a time at which such giving of notice of intent is proper
          only by virtue of the provisions of Paragraph (7) of this
          Section) and no request may be submitted at any other time.
          No request shall be deemed "submitted" for any purposes
          hereunder unless and until it is delivered in person to the
          Chairman of the Board or the Secretary of the corporation or
          delivered to the principal offices of the corporation
          addressed to the attention of the Chairman or the Secretary.
          No request shall constitute a notice of intent to nominate
          any candidate unless it expressly states that it is intended
          as such a notice and it otherwise complies with all
          applicable requirements for such a notice.  Neither
          submission of a request, nor any action taken thereafter
          with respect to such request, shall operate as a waiver of
          or otherwise relieve any stockholder of any otherwise
          applicable procedural requirements respecting nomination of
          director candidates, except as and to the extent
          contemplated in Paragraph (7).

               (6)  If any request satisfying the requirements of
          Paragraph (5) is timely and properly submitted, the Board of
          Directors, within 10 days following the date such request is
          submitted (or, if it is impossible or impracticable to do so
          during such period, as soon as practicable thereafter),
          shall consider the request and determine whether the
          candidate who is the subject of the request is ineligible to
          be nominated or elected a director by virtue of being a
          Plaintiff or Related Person.  As promptly as possible
          following such action, the requesting stockholder shall be
          notified in writing of the nature of such determination and,
          if the determination made is that the candidate is a
          Plaintiff or Related Person, the basis for such
          determination.  In any other case in which the Board
          determines that any candidate as to which a notice of intent
          to nominate has been given is ineligible to be nominated or
          elected a director by virtue of being a Plaintiff or Related
          Person (including any case in which a contrary determination
          previously has been made in response to a stockholder

                                      -21-
<PAGE>
          request), the stockholder that gave such notice of intent
          shall be notified in writing of such determination and the
          basis therefor as promptly as possible thereafter.

               (7)  If a candidate who is the subject of a proper and
          timely submitted request meeting the requirements of
          Paragraph (5) is determined by the Board not to be a
          Plaintiff or Related Person and the request was submitted at
          least five days in advance of the last date on which the
          requesting stockholder otherwise would have been entitled to
          give notice of intent to nominate such candidate, then the
          Board's determination shall operate as a waiver of the time
          limits otherwise applicable to the giving of such notice of
          intent to the extent, if any, necessary to afford the
          stockholder a period of five days following the date on
          which notice of the Board's determination is given to the
          stockholder within which to give notice of intent to
          nominate such candidate.  If, in response to a timely and
          properly submitted request, the Board determines that the
          candidate who is the subject of the request is a Plaintiff
          or Related Person and the request was submitted at least
          five days in advance of the last date on which the
          requesting stockholder otherwise would have been entitled to
          give notice of intent to nominate, then the Board's
          determination shall operate as a waiver of the time limits
          otherwise applicable to the giving of notice of intent to
          nominate to the extent, if any, necessary to afford the
          requesting stockholder a period of 15 days following the
          date on which notice of the Board's determination is given
          to the stockholder within which to give notice of intent to
          nominate another person in lieu of the ineligible candidate.
          In any other case in which the Board determines that a
          candidate is a Plaintiff or Related Person, such
          determination shall operate as a waiver if and only to the
          extent expressly so provided in the resolutions setting
          forth such determination or subsequent Board resolution.
          Whenever any stockholder is afforded an additional time
          period within which to give notice of intention to nominate,
          the Board may afford the other stockholders of the
          corporation a comparable additional period of time within
          which to give such notice.

          ARTICLE IX.  Any action required to be taken or which may be
taken at any annual or special meeting of stockholders of the corporation
may be taken without a meeting by written consents setting forth the action
so taken signed by the holders of all shares of stock of the corporation
entitled to vote thereon.



                                      -22-
<PAGE>
          ARTICLE X.  

          (A)  In addition to any affirmative vote required by (1) law and
     (2) this Certificate of Incorporation, including, without limitation,
     Article XII, and except as otherwise expressly provided in Section (B)
     of this Article, the affirmative vote of the holders of not less than
     80% of the outstanding shares of Voting Stock shall be required for
     the approval or authorization of any Business Combination of the
     corporation or any Subsidiary of the corporation with any Interested
     Stockholder (as these terms are defined below).

          (B)  The provisions of paragraph (A) of this Article shall not
     apply to any transaction which shall have been approved by a majority
     of the Continuing Directors (as defined below).

          (C)  For the purposes of this Article and Articles XI through XV,
     the following definitions shall apply:

               (1)  An "Affiliate" of a specified person is any person
          that directly, or indirectly through one or more
          intermediaries, controls, or is controlled by, or is under
          common control with, the specified person;

               (2)  An "Associate" of a specified person is:

                    (a)  Any corporation, partnership, unincorporated
               association or other entity of which such person is a
               director, officer or partner or is, directly or
               indirectly, the owner of 20% or more of any class of
               Voting Stock;

                    (b)  Any trust or other estate in which the person
               has a beneficial interest of 20% or more or as to which
               such specified person serves as trustee or in a similar
               fiduciary capacity in connection with the trust or
               estate; or

                    (c)  Any relative or spouse of the person, or any
               relative of the spouse, who has the same residence as
               such person.
          
               (3)  The term "Business Combination" means:

                    (a)  Any merger or consolidation of the
               corporation or any Subsidiary with an Interested
               Stockholder or any other corporation, partnership,
               unincorporated association or other entity if the
               merger or consolidation is caused by the Interested
               Stockholder and as a result of such merger or

                                      -23-
<PAGE>
               consolidation Section 203(a) of the General Corporation
               Law of the State of Delaware is not applicable to the
               surviving entity;

                    (b)  The sale, lease, exchange, mortgage, pledge,
               transfer or other disposition (in one transaction or a
               series of transactions), except proportionately as a
               stockholder of such corporation, to or with an
               Interested Stockholder, whether as part of a
               dissolution or otherwise, of assets of the corporation
               or of any Subsidiary which assets have an aggregate
               market value equal to 10% or more of either the
               aggregate market value of all the assets of the
               corporation determined on a consolidated basis or the
               aggregate market value of all the outstanding stock of
               the corporation;

                    (c)  Any transaction which results in the issuance
               or transfer by the corporation or by any Subsidiary of
               any stock of the corporation or of such Subsidiary to
               an Interested Stockholder, except (i) pursuant to the
               exercise, exchange or conversion of securities
               exercisable for, exchangeable for or convertible into
               stock of such corporation or any such Subsidiary which
               securities were outstanding prior to the time that the
               Interested Stockholder became such; (ii) pursuant to a
               merger under Section 251(g) of the General Corporation
               Law of the State of Delaware; (iii) pursuant to a
               dividend or distribution paid or made, or the exercise,
               exchange or conversion of securities exercisable for,
               exchangeable for or convertible into stock of such
               corporation or any such Subsidiary which security is
               distributed, pro rata to all holders of a class or
               series of stock of such corporation subsequent to the
               time the Interested Stockholder became such; (iv)
               pursuant to an exchange offer by the corporation to
               purchase stock made on the same terms to all holders of
               said stock; or (v) any issuance or transfer of stock by
               the corporation, PROVIDED, HOWEVER, that in no case
               under (iii)-(v) above shall there be an increase in the
               Interested Stockholder's proportionate share of the
               stock of any class or series of the corporation or of
               the voting stock of the corporation;

                    (d)  Any transaction involving the corporation or
               any Subsidiary which has the effect, directly or
               indirectly, of increasing the proportionate share of
               the stock of any class or series, or securities
               convertible into the stock of any class or series, of

                                      -24-
<PAGE>
               the corporation or of any Subsidiary which is owned by
               the Interested Stockholder, except as a result of
               immaterial changes due to fractional share adjustments
               or as a result of any purchase or redemption of any
               shares of stock not caused, directly or indirectly, by
               the Interested Stockholder; or

                    (e)  Any receipt by the Interested Stockholder of
               the benefit, directly or indirectly (except
               proportionately as a stockholder of such corporation)
               of any loans, advances, guarantees, pledges or other
               financial benefits (other than those expressly
               permitted in (a)-(d) above) provided by or through the
               corporation or any Subsidiary.
                    
          As used in this definition, a "series of related
          transactions" shall be deemed to include not only a series
          of transactions with the same Interested Stockholder, but
          also a series of separate transactions with an Interested
          Stockholder or any Affiliate or Associate of such Interested
          Stockholder.

               (4)  A "Continuing Director" is a member of the Board
          of Directors who is not an Affiliate, Associate or a
          representative of the Interested Stockholder and was either
          (a) first elected as a director prior to the time that the
          Interested Stockholder became an Interested Stockholder or
          (b) was designated, before the person's initial election as
          a director, as a Continuing Director by a majority of the
          then Continuing Directors; PROVIDED, HOWEVER, that the term
          "Continuing Director" specifically excludes any individual
          whose initial assumption of office occurs as a result of
          either an actual or threatened election contest (as that
          term is used in Rule 14a-11 of Regulation 14A promulgated
          under the Securities Exchange Act of 1934, as amended) or
          other actual or threatened solicitation of proxies or
          consents by or on behalf of any person other than the
          corporation's Board of Directors.

               (5)  "Control" means the possession, directly or
          indirectly, of the power to direct or cause the direction of
          the management and policies of a person, whether through the
          ownership of voting stock, by contract or otherwise.  A
          person who is the owner of 20% or more of the outstanding
          Voting Stock of any corporation, partnership, unincorporated
          association or other entity shall be presumed to have
          control of such entity, in the absence of proof by a
          preponderance of the evidence to the contrary.


                                      -25-
<PAGE>
               (6)  "Equity security" means any one of the following:

                    (a)  Any stock or similar security, certificate of
               interest or participation in any profit-sharing
               agreement, voting trust certificate or voting share;

                    (b)  Any security convertible, with or without
               consideration, into an equity security or any warrant
               or other security carrying any right to subscribe to or
               purchase an equity security;

                    (c)  Any put, call, straddle or other option or
               privilege of buying an equity security from or selling
               an equity security to another without being bound to do
               so.

               (7)  The term "Interested Stockholder" means:

                    (a)  Any person (other than the corporation and
               any Subsidiary) that is the owner of 10% or more of the
               corporation's outstanding voting stock; or

                    (b)  Any person that is an Affiliate or Associate
               of the corporation and was the owner of 10% or more of
               the corporation's outstanding voting stock at any time
               within the three-year period immediately prior to the
               date on which it is sought to be determined whether
               such person is an Interested Stockholder, and the
               Affiliates and Associates of such person.

               (8)  A person shall be an "owner" of any Voting Stock
          if the person individually or with or through any of its
          Affiliates or Associates:

                    (a)  beneficially owns such stock, directly or
          indirectly;

                    (b)  has (i) the right to acquire such stock
               (whether such right is exercisable immediately or only
               after the passage of time) pursuant to any agreement,
               arrangement or understanding, or upon the exercise of
               conversion rights, exchange rights, warrants or
               options, or otherwise; PROVIDED, HOWEVER, that a person
               shall not be deemed the owner of stock tendered
               pursuant to a tender or exchange offer made by such
               person or any of such person's Affiliates or Associates
               until such tendered stock is accepted for purchase or
               exchange or (ii) the right to vote such stock pursuant
               to any agreement, arrangement or understanding,

                                      -26-
<PAGE>
               PROVIDED, HOWEVER, that a person shall not be deemed
               the owner of any stock because of such person's right
               to vote such stock if the agreement, arrangement or
               understanding to vote such stock arises solely from a
               revocable proxy or consent given in response to a proxy
               or consent solicitation made to 10 or more persons; or

                    (c)  has any agreement, arrangement or
               understanding for the purpose of acquiring, holding,
               voting (except voting pursuant to a revocable proxy or
               consent as described in item (ii) of clause (b) of this
               paragraph), or disposing of such stock with any other
               person that beneficially owns, or whose affiliates or
               associates beneficially own, directly or indirectly,
               such stock.

               (9)  The term "person" means any individual,
          corporation, partnership, unincorporated association or
          other entity.

               (10) The term "Subsidiary" means any corporation of
          which a majority of any class of equity security is owned,
          directly or indirectly, by the corporation; provided, that
          for the purposes of the definition of Interested Stockholder
          set forth in paragraph (7) of this Section (C), the term
          "Subsidiary" shall mean only a corporation of which a
          majority of each class of equity security is owned, directly
          or indirectly, by the corporation.

               (11) The term "Substantial Part" shall mean more than
          10% of the total consolidated assets of the corporation in
          question as of the end of the most recent fiscal year ended
          prior to the time the determination is being made.

               (12) The term "Voting Stock" shall mean stock of any
          class or series entitled to vote generally in the election
          of directors and, with respect to any entity that is not a
          corporation, any equity interest entitled to vote generally
          in the election of the governing body of such entity.  Each
          reference in this Article to a percentage of shares of
          Voting Stock shall refer to the percentage of the votes
          entitled to be cast by such shares.

          (D)  For purposes of determining whether a person is an
     Interested Stockholder, the number of shares of Voting Stock deemed to
     be outstanding shall include shares deemed owned by that person
     through application of paragraph (C), defining "owner," but shall not
     include any other shares of Voting Stock which may be issuable
     pursuant to any agreement, arrangement or understanding, or upon
     exercise of conversion rights, warrants or options or otherwise.
                                      -27-
<PAGE>
          (E)  A majority of the Continuing Directors shall have the power
     and duty to determine, for purposes of this Article and Article XII,
     on the basis of information known to them:

               (1)  The number of Voting Stock of which any person is
          the beneficial owner;

               (2)  Whether a person is an Affiliate or Associate of
          another;

               (3)  Whether a person has an agreement, arrangement or
          understanding with another as to the matters referred to in
          the definition of "owner" set forth above;

               (4)  Whether the assets subject to any Business
          Combination constitute a "Substantial Part" as defined
          above;

               (5)  Whether two or more transactions constitute a
          "series of related transactions" as described above; and

               (6)  Such other matters with respect to which a
          determination is required under this Article and Article
          XII.

     Any such determination shall be conclusive and binding for all
     purposes of this Article and Article XII.

          ARTICLE XI.  The Board of Directors shall not initiate, approve,
adopt or recommend any offer of any party other than the corporation to
make a tender or exchange offer for any equity security of the corporation,
or to engage in any Business Combination, unless and until it shall have
first evaluated the proposed offer and determined in its judgment that the
proposed offer would be in compliance with all applicable laws.  In
evaluating a proposed offer to determine whether it would be in compliance
with law, the Board of Directors shall consider all aspects of the proposed
offer, including the manner in which the offer is proposed to be made, the
documents proposed for the communication of the offer and the effects and
consequences of the offer if consummated, in the light of the laws of the
United States of America and affected states and foreign countries.  In
connection with this evaluation, the Board may seek and rely upon the
opinion of independent legal counsel and it may test the legality of the
proposed offer in any state, federal or foreign court or before any state,
federal or foreign administrative agency which may have jurisdiction.  If
the Board of Directors determines in its judgment that a proposed offer
would be in compliance with all applicable laws, the Board of Directors
shall then evaluate the proposed offer and determine whether the proposed
offer is in the best interests of the corporation and its stockholders; the
Board of Directors shall not initiate, approve, adopt or recommend any such

                                      -28-
<PAGE>
offer which in its judgment would not be in the best interests of the
corporation and its stockholders.  In evaluating a proposed offer to
determine whether it would be in the best interests of the corporation and
its stockholders, the Board of Directors shall consider all factors which
it deems relevant including, without limitation:

          (A)  The fairness of the consideration to be received by the
     corporation and its stockholders under the proposed offer, taking into
     account the trading price of the corporation's stock immediately prior
     to the announcement of the proposed offer, the historical trading
     prices of the corporation's stock, the price that might be achieved in
     a negotiated sale of the corporation as a whole, premiums over the
     trading price of their securities which have been proposed or offered
     to other companies in the past in connection with similar offers and
     the future prospects of the corporation;

          (B)  The possible social and economic impact of the proposed
     offer and its consummation on the corporation and its employees,
     customers and suppliers;

          (C)  The possible social and economic impact of the proposed
     offer and its consummation on the communities in which the corporation
     and its Subsidiaries operate or are located;

          (D)  The business and financial conditions and earnings prospects
     of the offering party, including, without limitation, debt service and
     other existing or likely financial obligations of the offering party;

          (E)  The competence, experience and integrity of the offering
     party and its management; and

          (F)  The intentions of the offering party regarding the use of
     the assets of the corporation to finance the transaction.

          ARTICLE XII.

          (A)  In addition to any affirmative vote required by (1) law and
     (2) the other provisions of this Certificate of Incorporation,
     including without limitation Article X and except as otherwise
     expressly provided in paragraph (B) of this Article, the affirmative
     vote of not less than 80% of the outstanding shares of Voting Stock
     held by stockholders who are not Interested Stockholders shall be
     required for the approval or authorization of any Business Combination
     of the corporation or any Subsidiary with any Interested Stockholder
     (as these terms are defined in Article X).

          (B)  The provisions of paragraph (A) of this Article shall not
     apply to any particular Business Combination, and such Business
     Combination shall require only such affirmative vote as is required by

                                      -29-
<PAGE>
     law and any other provision of this Certificate of Incorporation, if
     either of the following paragraphs (1) or (2) apply:

               (1)  The Business Combination shall have been approved
          by a majority of the Continuing Directors; or

               (2)  All of the following conditions shall have been
          met:

                    (a)  The Business Combination will result in an
               involuntary sale, redemption, cancellation or other
               termination of ownership of shares of any class of
               Voting Stock of the corporation owned by stockholders
               who do not vote in favor of the Business Combination
               and the aggregate amount of the cash and the market
               value as of the valuation date of other readily
               marketable consideration to be received by such
               stockholders for such shares shall be at least equal to
               the Minimum Price Per Share;

                    (b)  The consideration to be received by holders
               of a particular class of outstanding Voting Stock shall
               be in cash or in the same form as the Interested
               Stockholder has previously paid for shares of such
               class of Voting Stock.  If the Interested Stockholder
               has paid for shares of any class of Voting Stock in
               varying forms of consideration, the form of
               consideration of such class of Voting Stock shall be
               either cash or the form used to acquire the largest
               number of shares of such class of Voting Stock
               previously acquired by it;

                    (c)  From the time the Interested Stockholder
               became an Interested Stockholder:

                         (i)  Such Interested Stockholder shall have
                    taken steps to insure that the corporation's Board
                    of Directors included at all times representation
                    by Continuing Directors proportionate to the stock
                    holdings of the corporation's holders of Voting
                    Stock not affiliated with such Interested
                    Stockholder (with a Continuing Director to occupy
                    any resulting fractional board position);

                         (ii) There shall have been no reduction in
                    the rate of dividends payable on the corporation's
                    stock except as may have been approved by
                    unanimous vote of the directors;


                                      -30-
<PAGE>
                         (iii)     The Interested Stockholder shall
                    not have acquired any newly issued shares of
                    stock, directly or indirectly, from the
                    corporation (except upon conversion of convertible
                    securities acquired by it prior to becoming an
                    Interested Stockholder or as a result of a
                    prorated stock dividend or stock split);

                         (iv) The Interested Stockholder shall not
                    have acquired any additional shares of the
                    corporation's outstanding stock or securities
                    convertible into stock except as a part of the
                    transaction which resulted in such person becoming
                    an Interested Stockholder; and

                         (v)  The Interested Stockholder shall not
                    have received the benefit, directly or indirectly
                    (except proportionately as a stockholder), of any
                    loans, advances, guarantees, pledges or other
                    financial assistance or tax credits provided by
                    the corporation, nor made any major change in the
                    corporation's business or equity capital structure
                    without the unanimous approval of the directors,
                    in either case prior to the consummation of the
                    Business Combination.

                    (d)  A proxy statement responsive to the
               requirements of the Securities Exchange Act of 1934, as
               amended, shall have been mailed to all stockholders of
               the corporation for the purpose of soliciting
               stockholder approval of the Business Combination
               containing at the front thereof in a prominent place
               any recommendations as to the advisability (or
               inadvisability) of the Business Combination which the
               Continuing Directors, or any of them, may choose to
               state and, if deemed advisable by a majority of the
               Continuing Directors, an opinion of a reputable
               investment banking firm as to the fairness (or not) of
               the terms of the Business Combination, from the point
               of view of the remaining public stockholders of the
               corporation (such investment banking firm to be
               selected by a majority of the Continuing Directors and
               to be paid a reasonable fee for its services by the
               corporation upon receipt of such opinion); and

                    (e)  There has been five years between the date
               that the Interested Stockholder became an Interested
               Stockholder and the date that the Business Combination
               is consummated.

                                      -31-
<PAGE>
     (C)  For the purposes of this Article the following definitions shall
apply:

               (1)  All the definitions set forth in Article X(C)
          shall apply as if fully restated here;

               (2)  "Minimum Price Per Share" means the sum of (a) the
          highest per share price as determined below, and (b) the
          aggregate amount, if any, by which 6% per year of such
          highest per share price exceeds the aggregate amount of all
          stock dividends per share paid in cash since the
          Determination Date.  For Common Stock, the highest per share
          price is the highest of the following:

                    (a)  The highest per share price, including any
               brokerage commissions, transfer taxes and soliciting
               dealers' fees, paid by the Interested Stockholder
               within the five-year period immediately prior to the
               Announcement Date, or in the transaction in which the
               stockholder became an Interested Stockholder, whichever
               is higher.

                    (b)  The highest per share price bid in the public
               market for such Common Stock during the five years
               immediately preceding the Announcement Date.

               For any class or series of outstanding stock other than
          Common Stock, whether or not the Interested Stockholder has
          previously acquired any shares of a particular class or
          series of stock, the highest per share price is the highest
          of the following:

                    (a)  The highest per share price, including any
               brokerage, commissions, transfer taxes and soliciting
               dealers' fees, paid by the Interested Stockholder for
               any shares of the class or series of stock acquired by
               it within the five-year period immediately prior to the
               Announcement Date, or in the transaction in which the
               stockholder became an Interested Stockholder, whichever
               is higher.

                    (b)  The highest preferential amount per share to
               which the holders of shares of the class or series of
               stock are entitled in the event of any voluntary or
               involuntary liquidation, dissolution or winding up of
               the corporation.

                    (c)  The highest per share price bid in the public
               market for such class or series of stock during the
               five years immediately preceding the Announcement Date.
                                      -32-
<PAGE>
               The calculation of the Minimum Price Per Share shall
          require appropriate adjustments for capital changes,
          including without limitation stock splits, stock dividends
          and reverse stock splits.

               (3)  "Announcement Date" means the first general public
          announcement or the first communication generally to
          stockholders of the corporation, whichever is earlier, of
          the proposal or intention to make a proposal concerning a
          Business Combination.

               (4)  "Determination Date" means the date on which an
          Interested Stockholder first became an Interested
          Stockholder.

               (5)  "Market Value" means either of the following:

                    (a)  With respect to shares, the highest closing
               sale price during the 30-day period immediately
               preceding the date in question of a share:

                         (i)  As listed on the composite tape for New
                    York Stock Exchange-listed securities.

                         (ii) If not listed pursuant to
                    subparagraph (i), as listed on the composite tape
                    for American Stock Exchange- listed securities.

                         (iii)     If not listed pursuant to
                    subparagraph (i) or (ii), as listed on the
                    composite tape for the principal United States
                    security exchange registered under the Securities
                    Exchange Act of 1934, as amended.

                         (iv) If not listed pursuant to
                    subparagraph (i), (ii), or (iii), the highest
                    closing bid during the 30-day period preceding the
                    date in question as listed on the Nasdaq Stock
                    Market or any other system then in use.

                         (v)  If a listing is not available pursuant
                    to sub-paragraphs (i) through (iv), then the fair
                    market value of the shares on the date in
                    question, as determined by the Continuing
                    Directors.

                    (b)  With respect to property other than cash or
               shares, the fair market value of the property on the
               day in question, as determined by the Continuing
               Directors.
                                      -33-
<PAGE>
               (6)  "Valuation Date" means:

                    (a)  In a Business Combination voted upon by
               stockholders, the day prior to the date of the
               stockholder vote or the day which is 20 calendar days
               prior to the consummation of the Business Combination,
               whichever is later.

                    (b)  In a Business Combination not voted upon by
               stockholders, the date of the consummation of the
               Business Combination.

          (D)  A majority of the Continuing Directors shall have the
     power and duty to determine, for purposes of this Article, on the
     basis of information known to them:

               (1)  All the matters set forth in Article X(E);

               (2)  The market value of any consideration other than
          cash to be received by stockholders;

               (3)  Whether or not any consideration other than cash
          to be received by stockholders is readily marketable;

               (4)  The amount of the Minimum Price Per Share;

               (5)  Whether or not the consideration to be received by
          stockholders is equal to the Minimum Price Per Share; and

               (6)  Such other matters with respect to which a
          determination is required under this Article.

     Any such determination shall be conclusive and binding for all
     purposes of this Article.

          (E)  Nothing contained in this Article shall be construed to
     relieve any Interested Stockholder from any fiduciary and other
     standards of conduct and obligations imposed by law.  The fact
     that any Business Combination complies with the provisions of
     paragraph (B)(2) of this Article shall not be construed to impose
     any fiduciary duty, obligation or responsibility on the Board of
     Directors, or any member thereof, to approve such Business
     Combination or recommend its adoption or approval to the
     stockholders of the corporation, nor shall such compliance limit,
     prohibit or otherwise restrict in any manner the Board of
     Directors, or any member thereof, with respect to evaluations of,
     or actions and responses taken with respect to, such Business
     Combination.


                                      -34-
<PAGE>
          ARTICLE XIII.  No director of the corporation shall be personally
liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty by such director as a director; PROVIDED, HOWEVER,
that his Article shall not eliminate or limit the liability of a director
to the extent provided by applicable law (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit. No amendment to or
repeal of this Article shall apply to or have any effect on the liability
or alleged liability of any director of the corporation for or with respect
to any acts or omissions of such director occurring prior to such amendment
or repeal.

          ARTICLE XIV.   Directors and executive officers of the
corporation shall be indemnified as of right, and shall be entitled to the
advancement of expenses, to the fullest extent now or hereafter permitted
by law in connection with any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding, (whether
brought by or in the name of the corporation, a subsidiary, or otherwise)
arising out of their service to the corporation or a subsidiary, or to
another organization at the request of the corporation or a subsidiary. 
Persons who are not directors or executive officers of the corporation may
be similarly indemnified in respect of such service to the extent
authorized at any time by the Board of Directors of the corporation.  The
corporation may purchase and maintain insurance to protect itself and any
such director, officer or other person against any liability asserted
against him or her and incurred by him or her in respect of such service
whether or not the corporation would have the power to indemnify him
against such liability by law or under the provisions of this Article.  The
provisions of this Article shall be deemed contractual and shall be
applicable to actions, suits or proceedings, whether arising from acts or
omissions occurring before or after the adoption hereof, and to directors,
officers and other persons who have ceased to render such service, and
shall inure to the benefit of the heirs, executors and administrators of
the directors, officers and other persons referred to in this Article.

          ARTICLE XV.  The corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute and
this Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          (A)  No amendment to this Certificate of Incorporation shall
     alter, modify or repeal any or all of the provisions of Article XII of
     this Certificate of Incorporation, or this paragraph (A) of
     Article XV, unless adopted by the affirmative vote of not less than
     80% of the outstanding shares of Voting Stock held by stockholders who
     are not Interested Stockholders.
                                      -35-
<PAGE>
          (B)  No amendment to this Certificate of Incorporation shall
     alter, modify or repeal any or all of the provisions of Articles VII,
     VIII, IX, X, XI or XIII of this Certificate of Incorporation, or this
     paragraph (B) of Article XV, and the stockholders of the corporation
     shall not have the right to alter, modify or repeal any or all
     provisions of the Bylaws of the corporation, unless such amendment,
     alteration, modification or repeal is adopted by the affirmative vote
     of the holders of not less than 80% of the outstanding shares of
     Voting Stock; provided, that this paragraph (B) shall not apply to,
     and such 80% vote shall not be required for, any amendment,
     alteration, modification or repeal which has first been approved by
     (1) the affirmative vote of 80 percent of the entire Board of
     Directors, which shall include the affirmative vote of at least one
     director of each class of the Board of Directors and (2) the
     affirmative vote of two-thirds of the Continuing Directors.


































                                      -36-