BYLAWS
                                       OF
                       NICOLLET PROCESS ENGINEERING, INC.


                                    ARTICLE I

                           OFFICES AND CORPORATE SEAL

         Section 1.01. Registered and Other Offices. The registered office of
the corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or statement of the Board of Directors filed with the Secretary of State of
Minnesota changing the registered office in the manner prescribed by law. The
corporation may have such other offices, within or without the State of
Minnesota, as the Board of Directors shall, from time to time, determine.

         Section 1.02. Corporate Seal. The corporation shall have no corporate
seal.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         Section 2.01. Time and Place of Meetings. Regular or special meetings
of the shareholders, if any, shall be held on the date and at the time and place
fixed by the Chairman of the Board of Directors in the absence of Board action,
or the Board, except that a special meeting called by, or at the demand of a
shareholder or shareholders, shall be held in the county where the principal
executive office is located.

         Section 2.02. Regular Meetings. At any regular meeting of the
shareholders there shall be an election of qualified successors for directors
who serve for an indefinite term and whose terms have expired or are due to
expire within six months after the date of the meeting. Any business appropriate
for action by the shareholders may be transacted at a regular meeting. No
meeting shall be considered a regular meeting unless specifically designated as
such in the notice of meeting or unless all the shareholders are present in
person or by proxy and none of them objects to such designation.

         Section 2.03. Demand by Shareholders. Regular or special meetings may
be demanded by a shareholder or shareholders, pursuant to the provisions of
Minnesota Statutes, Sections 302A.431, Subd. 2, and 302A.433, Subd. 2,
respectively.

         Section 2.04. Quorum; Adjourned Meetings. The holders of fifty percent
(50%) of the voting power of the shares entitled to vote at a meeting constitute
a quorum for the transaction of business; said holders may be present at the
meeting either in person or by proxy. If a quorum is present when a duly called
or held meeting is convened, the shareholders present may continue to transact
business until adjournment, even though withdrawal of shareholders originally
present leaves less than the proportion or number otherwise required for a
quorum.

         Section 2.05. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Unless otherwise provided by the Articles of Incorporation or a
resolution of the Board of Directors filed with the Secretary of State, each
shareholder shall have one vote for each share held. Upon demand of any
shareholder, the vote upon any question before the meeting shall be by ballot.

         Section 2.06. Notice of Meetings. Notice of all meetings of
shareholders shall be given to every holder of voting shares, except where the
meeting is an adjourned meeting and the date, time and place of the meeting were
announced at the time of adjournment. The notice shall be given at least five
(5), but not more than sixty (60) days before the date of the meeting, except
that written notice of a meeting at which an agreement of merger is to be
considered shall be given to all shareholders, whether entitled to vote or not,
at least fourteen (14) days prior thereto. Every notice of any special meeting
shall state the purpose or purposes for which the meeting has been called, and
the business transacted at all special meetings shall be confined to the purpose
stated in the call, unless all of the shareholders are present in person or by
proxy and none of them objects to consideration of a particular item of
business.

         Section 2.07. Waiver of Notice. A shareholder may waive notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at or after the meeting and whether given in
writing, orally or by attendance.

         Section 2.08. Authorization Without a Meeting. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting as authorized by law.


                                   ARTICLE III

                                    DIRECTORS

         Section 3.01. General Purposes. Except as authorized by the
shareholders by unanimous affirmative vote, the business and affairs of the
corporation shall be managed by and shall be under the direction of the Board of
Directors.

         Section 3.02. Number and Term of Office. The number of directors which
constitutes the whole board will be at least one (1), or such other number as
may be determined by the Board of Directors or by the Shareholders at a regular
or special meeting. Except as otherwise permitted by statute, the directors will
be elected at each regular or special meeting. Except as otherwise permitted by
statute, the directors will be elected at each regular meeting of the
Corporation's shareholders (or at any special meeting of the shareholders called
for that purpose) by a majority of the voting power of the shares represented
and voting, and each director will be elected to serve until the next regular
meeting of the shareholders and thereafter until a successor is duly elected and
qualified, unless a prior vacancy occurs by reason of death, resignation, or
removal from office. Directors must be natural persons, but need not be
shareholders. [Amended October 1, 1996].

         Section 3.03. Board Meetings; Place and Notice. Meetings of the Board
of Directors may be held from time to time at any place within or without the
State of Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the corporation, except as may be otherwise
unanimously agreed orally or in writing or by attendance. The Chairman of the
Board, the President, or directors comprising at least one third of the number
of directors then in office may call a Board meeting by giving 5 days notice if
by mail or two days notice if by telephone, telex, telegram or in person, to all
directors of the day or date and time of the meeting. The notice need not state
the purpose of the meeting. If a meeting schedule is adopted by the Board, or if
the date and time of a Board meeting has been announced at a previous meeting,
no notice is required.

         Section 3.04. (a) Advance Written Consent or Opposition. Any member of
the Board or a committee thereof, as the case may be, may give advance written
consent or opposition to a proposal to be acted on at a Board or committee
meeting. If a director or committee member is not present at the meeting,
advance written consent or opposition to a proposal does not constitute presence
for the purpose of determining whether a quorum exists, but such advance written
consent or opposition shall be a vote in favor of or against the proposal or
resolution if the proposal or resolution acted upon at the meeting is
substantially the same or has substantially the same effect as the proposal or
resolution to which the member of the Board or committee has consented or
objected.

                       (b) Action Without Meeting. Any action, other than an
action requiring shareholder approval, may be taken by written action signed by
the number of directors that would be required to take the same action at a
meeting of the board at which all directors were present. An action requiring
shareholder approval required or permitted to be taken at a board meeting may be
taken by written action signed by all of the directors. Any such written action
is effective when signed by the required number of directors, unless a different
effective time is provided in the written action. When written action is taken
by less than all directors, all directors shall be notified immediately of its
text and effective date. Failure to provide the notice does not invalidate the
written notice. A director who does not sign or consent to the written action
has no liability for the action or actions taken thereby.

         Section 3.05. Waiver of Notice. A director may waive notice of a
meeting of the Board. A waiver of notice by a director is effective, whether
given before, at or after the meeting and whether given in writing, orally or by
attendance.

         Section 3.06. Quorum. A majority of the directors currently holding
office is a quorum for the transaction of business. If a quorum is present when
a duly called or held meeting is convened, the directors present may continue to
transact business until adjournment, even though withdrawal of directors
originally present leaves less than the proportion or number otherwise required
for a quorum.

         Section 3.07. Vacancies. Vacancies on the Board resulting from the
death, resignation or removal of a director may be filled by the affirmative
vote of a majority of the remaining directors, even though less than a quorum.
Each director elected under this Section to fill a vacancy shall hold office
until a qualified successor is elected by the shareholders at the next regular
or special meeting of the shareholders.


                                   ARTICLE IV

                                    OFFICERS

         Section 4.01. Numbers. The officers of the corporation shall be a
President, one or more Vice Presidents, a Secretary, and a Treasurer, and such
other officers as the Board of Directors, in its discretion, may deem necessary.
The Board of Directors, in its discretion, may elect a Chairman of the Board of
Directors, who, when present, shall preside at all meetings of the Board of
Directors, and who shall have such other powers as the Board shall prescribe.

         Section 4.02. Term. Officers shall hold office at the will of the Board
for an indefinite term until their successors are elected and qualified. Any
officer elected or appointed by the Board of Directors may be removed by the
Board at any time with or without cause.

         Section 4.03. President. The President shall have such powers and
duties as are designated by the Board of Directors. The President and the
Secretary, unless some other person is specifically authorized by vote of the
Board of Directors, shall sign all certificates of stock, bonds, deeds,
mortgages, agreements, modification of mortgage agreements, leases, and
contracts of the corporation.

         Section 4.04. Vice President. If a Vice President or Vice Presidents
have been elected, they shall have such powers and perform such duties as may be
prescribed by the Board of Directors or by the President. In the event of
absence or disability of the President, Vice Presidents shall succeed to the
President's power and duties in the order designated by the Board of Directors.

         Section 4.05. Secretary. The Secretary shall keep accurate minutes of
all meetings of the shareholders and the Board of Directors, shall give proper
notice of meetings of shareholders and directors, and shall perform such other
duties and have such other powers as the Board of Directors or the President may
from time to time prescribe. In his absence at any meeting, an Assistant
Secretary or a Secretary Pro Tempore shall perform his duties.

         Section 4.06. Treasurer. The Treasurer, subject to order of the Board
of Directors, shall have the care and custody of the money, funds, valuable
papers, and documents of the corporation (other than his own bond, if any, which
shall be in the custody of the President), and shall have and exercise, under
the supervision of the Board of Directors, all the powers and duties commonly
incident to his office, and shall give bond in such form and amount and with
such sureties as shall be required by the Board of Directors. The Treasurer
shall keep accurate accounts of all monies of the corporation received or
disbursed. He shall deposit all monies, drafts and checks in the name of, and to
the credit of, the corporation in such banks and depositories as a majority of
the whole Board of Directors shall from time to time designate. He shall have
power to endorse for deposit all notes, checks and drafts received by the
corporation. He shall disburse the funds of the corporation in the manner
prescribed by the Board of Directors, making proper vouchers therefor. He shall
render to the directors, whenever required, an account of all his transactions
as Treasurer and of the financial condition of the corporation and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors.

         Section 4.07. Additional Officers and Agents. The Board of Directors,
at its discretion, may appoint Vice Presidents, one or more assistant
treasurers, one or more assistant secretaries, and such other officers or agents
as it may deem advisable, and may prescribe the duties of any such officer or
agent.

         Section 4.08. Compensation. The officers of the corporation shall
receive such compensation for their services as may be determined from time to
time by resolution of the Board of Directors.


                                    ARTICLE V

                            SHARES AND THEIR TRANSFER

         Section 5.01. Certificates for Shares. Every shareholder of this
corporation shall be entitled to a certificate, to be in such form as prescribed
by law and adopted by the Board of Directors, certifying the number of shares of
the corporation owned by him. The certificates shall be numbered in the order in
which they are issued and shall be signed by the President and Secretary.

         Section 5.02. Transfer of Shares. Transfer of shares on the books of
the corporation may be authorized only by the shareholder named in the
certificate or the shareholder's legal representative, or the shareholder's duly
authorized attorney in fact, and upon surrender of the certificate or the
certificates for such shares. The corporation may treat, as the absolute owner
of shares of the corporation, the person or persons in whose name or names the
shares are registered on the books of the corporation.


                                   ARTICLE VI

                                   AMENDMENTS

         Section 6.01. Subject to the power of shareholders to adopt, amend, or
repeal these Bylaws as provided in Minnesota Statutes Section 302A.l81,
subdivision 3, any Bylaw may be amended or repealed by the Board of Directors at
any meeting, provided that, after adoption of the initial Bylaws, the Board
shall not adopt, amend, or repeal a Bylaw fixing a quorum for meetings for
shareholders, prescribing procedures for removing directors or filling vacancies
in the Board, or fixing the number of directors or their classifications,
qualifications, or terms of office. The Board may adopt or amend a Bylaw to
increase the number of directors.


                                   ARTICLE VII

                                 INDEMNIFICATION

         Section 7.01. The corporation shall indemnify persons for such expenses
and liabilities in such manner, under such circumstances, and to the extent
required by Minnesota Statutes Section 302A.52l.