RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       EFFECTIVE MANAGEMENT SYSTEMS, INC.


     Pursuant to Section  180.1007 of the Wisconsin  Business  Corporation  Law,
these Restated  Articles of Incorporation  shall supersede and take the place of
the  corporation's   heretofore  existing  Articles  of  Incorporation  and  all
amendments thereto.

                                    ARTICLE 1

     The name of the corporation is Effective Management Systems, Inc.

                                    ARTICLE 2

     The period of existence of the corporation shall be perpetual.

                                    ARTICLE 3

     The  purpose  of the  corporation  is to engage in any lawful  business  or
purpose  whatever for which  corporations  may be organized  under the Wisconsin
Business Corporation Law.

                                    ARTICLE 4

     The  aggregate  number  of  shares  which the  corporation  shall  have the
authority to issue shall be 23,000,000  shares,  consisting  of: (i)  20,000,000
shares of a class  designated  as "Common  Stock,"  with a par value of $.01 per
share;  and (ii) 3,000,000  shares of a class  designated as "Preferred  Stock,"
with a par value of $.01 per share.  Upon the  effectiveness  of these  Restated
Articles of  Incorporation,  each issued and outstanding  share of Common Stock,
$.20 par value per share, of the corporation  held of record by each shareholder
of the corporation  immediately prior to such  effectiveness and each share held
in the  corporation's  treasury  shall  automatically  and  without  need of any
further action on the part of any shareholder be reclassified  into  thirty-five
(35) shares of Common Stock, with a par value of $.01 per share.

     The designation, relative rights, preferences and limitations of the shares
of each class and the authority of the Board of Directors of the  corporation to
establish and to designate  series of Preferred  Stock and to fix  variations in
the relative rights,  preferences and limitations as between such series,  shall
be as set forth herein.

     A. Preferred Stock.

     (1) Series and  Variations  Between  Series.  The Board of Directors of the
corporation  is  authorized,  to the full extent  permitted  under the Wisconsin
Business  Corporation  Law and the  provisions of this Section A, to provide for
the  issuance  of

<PAGE>

the  Preferred  Stock  in  series,  each  of  such  series  to be  distinctively
designated,  and to have such  redemption  rights,  dividend  rights,  rights on
dissolution or distribution  of assets,  conversion or exchange  rights,  voting
powers, designations,  preferences and relative participating, optional or other
special  rights,  if any, and such  qualifications,  limitations or restrictions
thereof  as shall be  provided  by the  Board of  Directors  of the  corporation
consistent with the provisions of this Article 4.

     (2) Dividends.  Before any dividends shall be paid or set apart for payment
upon shares of Common Stock, the holders of each series of Preferred Stock shall
be entitled to receive  dividends  at the rate (which may be fixed or  variable)
and at such times as specified in the particular  series.  The holders of shares
of  Preferred  Stock  shall have no rights to  participate  with the  holders of
shares  of  Common  Stock in any  distribution  of  dividends  in  excess of the
preferential dividends, if any, fixed for such Preferred Stock.

     (3)  Liquidation  Rights.  In the  event of any  voluntary  or  involuntary
liquidation, dissolution or winding up of the corporation, the holders of shares
of each series of Preferred Stock shall be entitled to receive out of the assets
of the corporation in money or money's worth the  preferential  amount,  if any,
specified  in the  particular  series  for each  share  at the time  outstanding
together  with all  accrued  but unpaid  dividends  thereon,  before any of such
assets shall be paid or distributed  to holders of Common Stock.  The holders of
Preferred  Stock shall have no rights to participate  with the holders of Common
Stock  in  the  assets  of  the  corporation   available  for   distribution  to
shareholders  in  excess  of the  preferential  amount,  if any,  fixed for such
Preferred Stock.

     (4) Voting  Rights.  The  holders of  Preferred  Stock shall have only such
voting  rights as are fixed for shares of each series by the Board of  Directors
pursuant to this Section A or are  provided,  to the extent  applicable,  by the
Wisconsin Business Corporation Law.

     (5) Series A 8% Convertible Redeemable Preferred Stock


          (i)  Designation  and  Amount.  There is  hereby  created  a series of
Preferred  Stock  which  shall be  designated  as the  "Series A 8%  Convertible
Redeemable  Preferred  Stock"  (hereinafter  referred to as the "Series A"); the
number of shares  constituting such series shall be 7,000. Such number of shares
may be increased or decreased by resolution of the Board of Directors; provided,
however,  that no  decrease  shall  reduce the number of shares of Series A to a
number less than the number of shares then outstanding.

          (ii) Dividends.

               (a) Cumulative Dividends.  From and after the date of issuance of
any shares of Series A, the holders of the Series A shall be entitled to receive
in cash, cumulative preferential dividends at the rate of eight (8%) percent per
annum,  payable  quarterly  on January 2, April 1, July 1, and October 1 of each
year to  holders  of record of Series A as of the  fifteenth  (15th)  day of the
month immediately preceding the month in which a quarterly dividend is due (each
a "Dividend  Record Date").  Notwithstanding  the foregoing,

                                      -2-
<PAGE>

the first dividend payment date with respect to the Series A shall be January 2,
1999,  which  dividend  shall be paid on a pro rata  basis for the  period  such
shares of Series A are outstanding. In the event that the corporation cannot, as
determined by the corporation's  Board of Directors in its sole discretion,  pay
dividends  in cash on any  dividend  payment  date,  the  corporation  shall pay
dividends in shares of Series A valued at eighty (80%) percent of the lesser of:
(i) $1,000 and (ii) the Market Price (as defined  below) of the Common Stock (as
defined below) on the relevant  Dividend  Record Date multiplied by the quotient
of (a) $1,000 and (b) the Conversion  Price (as defined below).  Commencing with
the quarterly  period  beginning  January 2, 2002, the annual dividend rate will
increase each quarterly period by 2% up to a maximum annual dividend rate of 18%
(e.g., the annual dividend rate for the quarterly period  commencing  January 2,
2002  will  be 10%  and the  annual  dividend  rate  for  the  quarterly  period
commencing April 1, 2002 will be 12%).

               (b) Preference of Dividends.  In the event that  dividends  shall
not have been fully paid, or declared and set apart for payment on all shares of
Series A, the amount of the deficiency  (without  interest)  shall be fully paid
before  any  dividends   shall  be  declared  or  paid  on  any  shares  of  the
corporation's  Common Stock,  $.01 par value per share (the "Common Stock"),  or
any other equity  security which is junior to the Series A. If any dividends are
paid on any of the  Series A at any time in an  aggregate  amount  less than the
total dividends then  accumulated and payable on all shares of Series A entitled
to dividends then  outstanding,  the amount to be  distributed  shall be paid on
each  share  of  Series A  entitled  to  dividends  in the  proportion  that the
dividends  then  accumulated  and  payable on each such share bears to the total
dividends accumulated and payable on all outstanding shares of Series A entitled
to dividends.

               (c)  Date of  Payment.  In any  case  where  the due date for the
payment  of  dividends  on the  Series  A  shall  be on a day on  which  banking
institutions  in the United States are  authorized or obligated by law to close,
the payment of dividends  need not be made on such date,  but may be made on the
next  succeeding  day  which  is not a day on  which  banking  institutions  are
authorized  or obligated  by law to close,  with the same force and effect as if
made on the date of such payment, and dividends shall accrue and be paid for the
period through and including the date of payment.

          (iii) Priority. All shares of the Series A shall rank on a parity with
each other and shall be preferred  to the Common Stock and,  except as expressly
provided  below  in  this  Section  (iii),  any  other  class  of  stock  of the
corporation,  as to the payment of dividends and the distribution of assets upon
the liquidation,  dissolution or winding up of the corporation.  The corporation
shall have the right to create other classes of Preferred Stock which shall rank
below the  Series A without  the  consent  of the  holders  of the Series A. The
holders of the  Series A shall be  entitled  to vote as a separate  class on the
issuance of any class of equity securities which ranks equal to or senior to the
Series A; provided, however, that should the corporation issue and sell prior to
September 30, 1998 at least 1,000 shares of Series A and, at any time thereafter
through  September  30, 1998,  subject to the right of the  corporation  and its
placement agent to extend such date by up to an additional thirty (30) days, the
corporation and its placement  agent agree in writing to sell equity  securities
for an  aggregate  sale price  equal to or less than the  difference  between $5
million 

                                      -3-
<PAGE>

and the  aggregate  purchase  price for the number of shares of Series A
sold,  with  different  terms than the Series A (the  "Other  Securities"),  the
corporation  shall have the right,  without  the  approval of the holders of the
Series A, to sell the Other  Securities and to have such Other  Securities  rank
equal in priority to the Series A.

          (iv) Voluntary Conversion Rights.

               (a) Voluntary Conversion.  Each holder of Series A shall have the
right, at any time and from time to time, at the holder's option, to convert all
or any  portion  of such  holder's  shares  of  Series  A into  fully  paid  and
non-assessable   (except  as  otherwise   provided  by  the  Wisconsin  Business
Corporation Law) shares of Common Stock at the Conversion Price in effect at the
time of  conversion,  each share of the Series A being taken at $1,000 per share
for the purposes of such conversion.  The initial  Conversion Price is $3.50 per
share of Common Stock ("Initial Conversion Price"). The Initial Conversion Price
shall be adjusted as provided for below in Section (vi) (the Initial  Conversion
Price and the Initial  Conversion  Price as thereafter  then  adjusted  shall be
referred to as the "Conversion  Price").  Upon each adjustment of the Conversion
Price,  the holders of the Series A shall thereafter be entitled to receive upon
conversion,  at the  Conversion  Price,  the  number of  shares of Common  Stock
obtained  by  multiplying  $1,000  times the  number of shares of Series A being
converted and dividing such product by the Conversion Price.

               (b)  Method  of  Conversion.  In order to  convert  shares of the
Series A into Common Stock,  the holder thereof shall surrender the certificates
representing  the  Series A to be  converted,  duly  endorsed  in blank,  at the
principal  office of the  corporation or its transfer  agent, if any, or at such
other office or offices,  located in the United States as the Board of Directors
may  designate  by written  notice to all  holders of Series A shares,  and give
written  notice to the  corporation  at said  office  that the holder  elects to
convert  said shares of Series A. Shares of the Series A shall be deemed to have
been  converted as of the date  (hereinafter  called the  "Conversion  Date") of
receipt by the corporation of the surrendered  shares of Series A for conversion
as  provided  above,  and the person or persons  entitled  to receive the Common
Stock  issuable  upon such  conversion  shall be treated for all purposes as the
record  holder  or  holders  of  such  Common  Stock  on such  date.  As soon as
practicable on or after the  Conversion  Date but in no event more than five (5)
business days  thereafter,  the  corporation  will deliver by Federal Express or
other  nationally  recognized  overnight  delivery service to the address of the
holder who submitted the Series A for conversion,  a certificate or certificates
for the number of full shares of Common  Stock  issuable  upon such  conversion,
together with cash in lieu of any fraction of a share, as hereinafter  provided,
to the person or persons  entitled to receive the same and a check  representing
all  accrued  and unpaid  dividends  on the Series A so  converted  through  the
Conversion Date.

          (v) Forced  Conversion.  The corporation shall have the right to force
conversion  of all, but not less than all, of the Series A into shares of Common
Stock;  provided,  however,  that on the day that notice of forced conversion is
given (the "Forced  Conversion  Notice Date") and on the Forced  Conversion Date
(as defined below) the following conditions are satisfied:  (a) the Common Stock
issued and/or  issuable upon  conversion of the Series A has been registered for
resale pursuant to the Securities Act of 


                                       -4-
<PAGE>

1933, as amended (the "Act"), and such registration is then currently effective;
and (b) the average of the  closing  bid price of the Common  Stock as listed on
the National  Association of Securities Dealers Automated  Quotation System, the
New York Stock  Exchange,  the  American  Stock  Exchange or wherever the Common
Stock  then  trades  (hereinafter,  the  "Market"),  is at  least  175%  of  the
Conversion Price for twenty (20) trading days within any thirty (30) consecutive
trading  day  period  ending  no more  than ten (10)  days  prior to the  Forced
Conversion  Notice Date.  Any notice of forced  conversion  must be given to all
holders no less than thirty (30) days nor more than  forty-five  (45) days prior
to the date set forth for  conversion  (the "Forced  Conversion  Date").  On the
Forced Conversion Date, the corporation  shall pay to all registered  holders of
the Series A all accrued and unpaid  dividends  through and including the Forced
Conversion  Date.  In the event that the Board of Directors  of the  corporation
approves a  transaction  whereby the holders of the Common Stock would be paid a
per share price equal to or in excess of 175% of the Conversion Price (the "Sale
Event") and the Forced  Conversion Notice Date and on the Forced Conversion Date
the  condition  set  forth in  Section  (v)(a)  above  has been  satisfied,  the
corporation  can require all holders of the Series A to convert  their shares of
Series A into  shares of Common  Stock  immediately  prior to the closing of the
Sale Event.  Notwithstanding anything to the contrary, holders of Series A shall
not have the right to vote together  with the holders of Common  Stock,  or as a
separate  class,  on  whether to approve  the Sale Event  (although  a holder of
Series A that voluntarily converts shares of Series A into Common Stock prior to
the record date for the shareholders' meeting to vote on the Sale Event would be
entitled  to vote  such  shares of  Common  Stock)  during  the  150-day  period
following the Forced  Conversion  Notice Date because it shall be deemed for all
purposes  relating to the approval of the Sale Event,  including for purposes of
the  Wisconsin  Business  Corporation  Law,  that  the  Series  A is  no  longer
outstanding during such period and that the only rights of the Series A shall be
to receive shares of Common Stock upon consummation of the forced conversion. In
the event that the foregoing  sentence is determined not to eliminate the voting
rights of the Series A (either class voting rights or the right to vote with the
Common Stock) with respect to a Sale Event, the holders of the Series A shall be
deemed to have granted the President and the Secretary of the  corporation  (and
each of them  individually) an irrevocable proxy for such 150-day period to vote
the Series A held by each such holder for the approval of the Sale Event. In the
event that the Sale Event would  result in the holders of the Series A receiving
securities,  it is a condition to the  corporation's  right to force  conversion
resulting from a Sale Event that the securities to be received by the holders of
the Series A are registered under the Act and are freely transferable.

          (vi)  Adjustments to Conversion  Price.  The Conversion Price shall be
adjusted as follows:

               (a) Amendment to the Restated Articles of  Incorporation.  In the
case  of  any  amendment  to  the  Restated  Articles  of  Incorporation  of the
corporation  to  change  the  designation  of the  Common  Stock or the  rights,
privileges,  restrictions  or  conditions  in respect to the Common  Stock or to
provide for a division of the Common Stock, the Series A shall be adjusted so as
to provide that upon  conversion  thereof the holder shall  receive,  in lieu of
shares of Common Stock theretofore  issuable upon such conversion,  the kind and
amount of shares,  other  securities,  money and property  receivable  upon such
designation, change or division by such holder issuable upon such conversion had
the 


                                       -5-
<PAGE>

conversion occurred  immediately prior to such designation,  change or division.
The Series A shall be deemed  thereafter to provide for adjustments  which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section (vi).  The  provisions  of this Section  (vi)(a) shall apply in the
same  manner  to  successive  reclassifications,   changes,  consolidations  and
mergers.

               (b) Stock Splits;  Stock Dividends.  If the corporation  shall at
any time subdivide its outstanding  shares of Common Stock into a greater number
of shares of Common Stock, or declare a dividend or make any other  distribution
upon the Common Stock payable in shares of Common Stock, the Conversion Price in
effect  immediately prior to such subdivision or dividend or other  distribution
shall be proportionately reduced, and conversely, in case the outstanding shares
of Common  Stock  shall be  combined  into a smaller  number of shares of Common
Stock,  the Conversion  Price in effect  immediately  prior to such  combination
shall be proportionately increased.

               (c) Issuance of Additional  Securities.  In case the  corporation
shall,  through either a private  placement or a public offering (but other than
pursuant to options  granted  under the  corporation's  directors'  and employee
stock  option  and  stock  purchase  plans or  shares  or  options  issued in an
acquisition or shares issuable pursuant to the exercise of warrants  outstanding
on August 19,  1998),  issues  shares of Common  Stock,  or options to  purchase
Common Stock or rights to subscribe for Common Stock or  securities  convertible
into or exchangeable for Common Stock at a price (such  consideration,  if other
than cash, as  determined  by the Board of Directors)  less than the then Market
Price (as  defined  below) on the date of sale,  the  Conversion  Price  then in
effect shall  automatically  be reduced by multiplying the then Conversion Price
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock outstanding  immediately prior to such issuance, sale or distribution plus
the number of shares of Common Stock which the aggregate  consideration received
or to be received by the  corporation  for such issuance,  sale or  distribution
would purchase at the Market Price per share, and the denominator of which shall
be the number of shares of Common  Stock  outstanding  immediately  after giving
effect to such  issuance,  sale or  distribution.  The term "Market Price" shall
mean the average  closing  bid price on the Market for the ten (10)  consecutive
trading  days  immediately  prior to the date in question.  Notwithstanding  the
foregoing,  in no event shall the Conversion Price ever be increased as a result
of this Section (vi)(c).

               (d)   Reorganization   or   Reclassification.   If  any   capital
reorganization or reclassification  of the capital stock of the corporation,  or
any consolidation or merger of the corporation with another corporation or other
entity, or the sale of all or substantially  all of the corporation's  assets to
another corporation or other entity shall be effected in such a way that holders
of shares of Common Stock shall be entitled to receive stock, securities,  other
evidence of equity ownership or assets with respect to or in exchange for shares
of Common Stock, then, as a condition of such reorganization,  reclassification,
consolidation,  merger  or sale  (except  as  otherwise  provided  below in this
Section  (vi)(d)),  lawful and  adequate  provisions  shall be made  whereby the
holders of Series A shall  thereafter  have the right to receive  upon the basis
and upon the  terms  and  conditions  specified  herein,  such  shares of stock,
securities,  other  evidence of equity  ownership  or assets as may be issued 



                                       -6-
<PAGE>

or payable with respect to or in exchange for a number of outstanding  shares of
such  Common  Stock  equal to the number of shares of Common  Stock  immediately
theretofore  purchasable and receivable upon the conversion of Series A had such
reorganization, reclassification, consolidation, merger or sale not taken place,
and in any such case  appropriate  provisions  shall be made with respect to the
rights  and  interests  of the  holders  to the end that the  provisions  hereof
(including,  without  limitation,  provisions for  adjustments of the Conversion
Price and the number of shares of Common Stock receivable upon the conversion of
Series A) shall  thereafter be  applicable,  as nearly as may be, in relation to
any shares of stock,  securities,  other evidence of equity  ownership or assets
thereafter   deliverable  upon  the  exercise  hereof  (including  an  immediate
adjustment,  by reason of such  consolidation or merger, of the Conversion Price
to the value for the Common Stock  reflected by the terms of such  consolidation
or merger if the value so reflected is less than the Conversion  Price in effect
immediately prior to such consolidation or merger;  provided,  however, that the
Conversion  Price shall not be reduced  under this Section  (vi)(d) by more than
thirty (30%)  percent).  Subject to the terms of the Series A, in the event of a
merger or consolidation  of the corporation with or into another  corporation or
other  entity as a result of which the  number of shares of common  stock of the
surviving  corporation  or other  entity  issuable to holders of Common Stock is
greater or lesser than the number of shares of Common  Stock of the  corporation
outstanding  immediately  prior  to  such  merger  or  consolidation,  then  the
Conversion  Price in effect  immediately  prior to such merger or  consolidation
shall be  adjusted  in the same  manner as though  there were a  subdivision  or
combination of the outstanding shares of Common Stock. The corporation shall not
effect any such consolidation,  merger or sale, unless prior to the consummation
thereof,  the  successor   corporation  or  other  entity  (if  other  than  the
corporation)  resulting from such  consolidation or merger or the corporation or
other entity purchasing such assets shall assume by written instrument  executed
and  mailed or  delivered  to the  holders,  the  obligation  to deliver to such
holders such shares of stock, securities,  other evidence of equity ownership or
assets as, in  accordance  with the  foregoing  provisions,  such holders may be
entitled to receive or otherwise acquire. If a purchase tender or exchange offer
is made to and  accepted by the holders of more than fifty (50%)  percent of the
outstanding  shares of Common  Stock,  the  corporation  shall  not  effect  any
consolidation, merger or sale with the person having made such offer or with any
affiliate  of  such  person,   unless   prior  to  the   consummation   of  such
consolidation,  merger or sale the  holders  of Series A shall have been given a
reasonable opportunity to then elect to receive upon the conversion of Series A,
the amount of stock,  securities,  other evidence of equity  ownership or assets
then  issuable  with  respect  to the  number of  shares of Common  Stock of the
corporation in accordance with such offer.

               (e) Change of Control. In case the corporation shall, at any time
prior to  conversion  of the shares of Series A,  consolidate  or merge with any
other  corporation  or other entity (where the  corporation is not the surviving
entity)  or  transfer  all  or  substantially  all of its  assets  to any  other
corporation  or  other  entity,  then  the  corporation  shall,  as a  condition
precedent to such transaction,  cause effective provision to be made so that the
holders of the Series A upon the  conversion of the Series A after the effective
date of such  transaction  shall be  entitled  to receive the kind and amount of
shares, evidences of indebtedness and/or other securities or property receivable
on such  transaction  by a holder of the number of shares of Common  Stock as to
which  each  share  of  Series  A was  convertible 



                                       -7-
<PAGE>

immediately prior to such transaction  (without giving effect to any restriction
upon such  conversion);  and, in any such case,  appropriate  provision shall be
made with  respect to the rights and  interest of the holders of Series A to the
end that the  provisions  of the Series A shall  thereafter  be  applicable  (as
nearly  as  may  be  practicable)  with  respect  to any  shares,  evidences  of
indebtedness  or  other  securities  or  assets   thereafter   deliverable  upon
conversion of the Series A. Upon the  occurrence of any event  described in this
Section (vi)(e), the holders of the Series A shall have the right to (i) convert
into  shares of Common  Stock  immediately  prior to such event at a  Conversion
Price equal to the lesser of (1) the then Conversion  Price or (2) the price per
share of Common Stock paid in such event; provided, however, that the Conversion
Price shall not be reduced  under this  Section  (vi)(e)(2)  by more than thirty
(30%)  percent,  or (ii)  retain  ownership  of the shares of Series A, in which
event, appropriate provisions shall be made so that the shares of Series A shall
be convertible at the holder's option into shares of stock,  securities or other
equity ownership of the surviving or acquiring entity.

               (f) Record of  Conversion  Price.  Whenever  the shares of Common
Stock or other types of securities or assets  receivable  upon conversion of the
Series A shall be adjusted as provided in this  Section  (vi),  the  corporation
shall  forthwith  obtain and file with its corporate  records a  certificate  or
letter from a firm of  independent  public  accountants  of recognized  standing
setting forth the  computation and the adjusted number of shares of Common Stock
or other  securities or assets  resulting from such  adjustments,  and a copy of
such  certificate  or letter shall be mailed to the holders of the Series A. Any
such certificate or letter shall be conclusive evidence as to the correctness of
the  adjustment  or  adjustments  referred to therein and shall be available for
inspection  by any  holders of the Series A on any day  during  normal  business
hours.  

               (g) Notice. In case: 

                   i.   the corporation shall declare a dividend  (or any other
                        distribution) on its Common Stock payable in Common 
                        Stock; or

                  ii.   the  corporation  shall declare a dividend (or any other
                        distribution)  on its Common Stock  payable in cash;  or


                 iii.   any    reclassification   of   Common   Stock   or   any
                        consolidation, merger, conveyance of the property of the
                        corporation  as  an  entirety,  or  substantially  as an
                        entirety,  dissolution,  liquidation or winding up shall
                        be effected  by the  corporation;

then the  corporation  shall  mail,  or cause to be mailed by the  corporation's
transfer  agent,  if any,  for the  Series A to the  holders  of  record  of the
outstanding shares of the Series A, at least thirty (30) days, but not more than
sixty (60) days, prior to the applicable  record date hereinafter  specified,  a
notice  stating (A) the date on which a record is to be taken


                                       -8-
<PAGE>

for the purpose of such dividend, distribution or rights, or, if a record is not
to be taken,  the date as of which the  holders of Common  Stock of record to be
entitled to such dividend,  distribution  or right are to be determined,  or (B)
the date on which  such  reclassification,  consolidation,  merger,  conveyance,
dissolution,  liquidation or winding up is expected to become effective, and the
date as of which it is expected  that holders of Common Stock of record shall be
entitled to exchange the certificates  representing their shares of Common Stock
for  securities  or  other  property  deliverable  upon  such  reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding up.

          (vii) Reservation of Shares of Common Stock.

               (a)  Reservation of Shares.  The  corporation  shall at all times
reserve and keep available out of its authorized but unissued Common Stock,  for
the purpose of effecting the  conversion of the shares of the Series A, the full
number of shares of Common Stock then  deliverable  upon the  conversion  of all
shares of the Series A then  outstanding.  If shares of the Common  Stock of the
corporation are listed on any securities  exchange,  the corporation  shall make
application  for the listing  thereon,  on notice of issuance,  of the shares of
Common Stock  deliverable  upon the conversion of the outstanding  shares of the
Series A and shall use its best efforts to effect such listing.

               (b) Fractional  Shares.  No fractional shares of Common Stock are
to be issued upon  conversion.  The  corporation  shall pay a cash adjustment in
respect to any  fraction of a share which would  otherwise  be  issuable,  in an
amount  equal to the fair  market  value of the Common  Stock which shall be the
same  fraction of the closing bid price per share at which the Common  Stock was
sold on the Market prior to the opening of business on the  Conversion  Date, or
if no sale of such stock takes  place on such day on the Market,  the average of
the closing bid and asked prices on such day as officially quoted on the Market.
If the Common  Stock is not then  publicly  traded,  fair market  value shall be
determined in good faith by the corporation's Board of Directors.

               (c) Transfer Taxes. The corporation will pay any and all transfer
taxes  that may be payable  in  respect  of the issue or  delivery  of shares of
Common  Stock on  conversion  of shares of the  Series A  pursuant  hereto.  The
corporation shall not, however,  be required to pay any tax which may be payable
in respect of transfer  involved  in the issue and  delivery of shares of Common
Stock in a name other than that in which the shares of the Series A so converted
were  registered,  and no such issue or delivery  shall be made unless and until
the person  requesting  such issue has paid to the corporation the amount of any
such tax, or has established, to the satisfaction of the corporation,  that such
tax has been paid.

               (d) Common Stock. For the purpose of this Section (vii), the term
"Common Stock" shall include any stock of any class of the corporation which has
no preference in respect of dividends or of amounts  payable in the event of any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
corporation,  and which is not subject to redemption by the corporation.  Shares
of Common Stock shall be only such shares which have no preference in respect of
dividends or of amounts  payable in the event of any  voluntary 

                                      -9-
<PAGE>

or involuntary  liquidation,  dissolution,  or winding up of the corporation and
which are not subject to redemption by the corporation.

               (e) Status of Common  Stock.  All Common Stock that may be issued
upon conversion of the Series A will, upon issuance,  be duly issued, fully paid
and  non-assessable  (except as  otherwise  provided by the  Wisconsin  Business
Corporation Law) and free from all taxes,  liens and charges with respect to the
issuance  thereof  (except  to  the  extent  resulting  from  the  holder's  own
circumstances, actions or omissions).

          (viii) Voting.

               (a)  Voting.  The  holders of the Series A shall be  entitled  to
vote,  on all  matters in which  holders of Common  Stock are  entitled to vote,
voting together with the Common Stock and the Other Securities,  if any, without
regard to class. The holders of the Series A shall have the number of votes that
they would have had assuming  conversion of the Series A into Common Stock as of
the record date for the meeting of the holders of Common  Stock with  fractional
shares  being  disregarded.  The  holders of the Series A shall be  entitled  to
receive  all  communications  sent by the  corporation  to the holders of Common
Stock.  Except  as  provided  in  Section  (viii)(c)  below or by the  Wisconsin
Business  Corporation  Law,  holders  of  shares  of the  Series A shall  not be
entitled to vote as a separate class.

               (b) No Cumulative  Voting.  The holders of shares of the Series A
shall not have the right of cumulative voting in an election of directors.

               (c)  Voting as a  Separate  Class.  The  corporation  shall  not,
without the consent  (given by vote at a meeting  called for that  purpose or by
written  consent) of the holders of a majority of the shares of the Series A and
the Other Securities,  if any, then  outstanding,  voting together as a separate
class:

                    i.        create,  authorize  or  issue  any  stock or other
                              equity security  ranking equal to or senior to the
                              Series A and the Other  Securities as to dividends
                              or  distributions,  or any  obligation or security
                              convertible  into shares of any such senior stock,
                              except as set forth in Section (ii) above; or

                    ii.       amend, alter, change, or repeal any of the express
                              terms of the Series A or the Other Securities.

          (ix) Redemption.

               (a)  Redemption.  Commencing  three (3) years  following the last
issuance of the shares of Series A, the  corporation  may redeem the Series A in
whole at any time at the option of the corporation by resolution of its Board of
Directors,  at a redemption  price of $1,000 per share,  plus accrued and unpaid
dividends, if any, to the date fixed for redemption.

                                      -10-

<PAGE>

               (b) Notice of  Redemption.  Notice of redemption of the shares of
the Series A shall be given by certified mail, return receipt requested, postage
prepaid,  not less than thirty (30) nor more than  forty-five (45) days prior to
the date fixed for redemption,  to each holder of the Series A, at each holder's
last  address  appearing  on the books of the  corporation;  but no  failure  to
receive such a notice by any holder,  so long as mailed in  accordance  with the
provisions  herein,  shall  affect  the  validity  of the  proceedings  for  the
redemption  of any  shares of the  Series A so to be  redeemed.  Each  notice of
redemption of shares of the Series A shall state:

                              i.        the redemption date,

                              ii.       the redemption price,

                              iii.      the Conversion  Price on the date of the
                                        notice,

                              iv.       that   on  the   redemption   date   the
                                        redemption  price  will  become  due and
                                        payable  upon each share of the Series A
                                        to be redeemed  and the right to convert
                                        each such  share  shall  cease as of the
                                        close  of  business  on  the  redemption
                                        date,  unless  default  shall be made in
                                        the payment of the redemption price, and

                              v.        the place or places  where  certificates
                                        for such  shares  of the  Series A to be
                                        redeemed  are  to  be  surrendered   for
                                        conversion   or  for   payment   of  the
                                        redemption price.

               (c) Conversion Prior to the Redemption.  At any time prior to the
redemption date, each holder of the Series A shall be entitled to convert all or
any portion of such holder's  Series A into Common Stock based on the Conversion
Price.

               (d) Rights  Following  Redemption.  If notice of redemption shall
have been duly given as provided in Section  (ix)(b),  and if, on the redemption
date,  funds  necessary for such  redemption have been deposited in trust with a
bank or trust company, or have been set aside, in trust, by the corporation, for
the  purpose  of  redeeming  shares of the  Series A, the shares of the Series A
called for redemption shall, as of the close of business on the redemption date,
no longer be transferable on the books of the corporation and shall no longer be
deemed to be outstanding,  the right to receive dividends thereon shall cease to
accrue,  and all rights  with  respect to such  shares so called for  redemption
shall  terminate,  except only the right of the  holders  thereof to receive the
redemption price,  without interest thereon,  upon surrender of the certificates
for such shares.

               (e)  Cancellation  of  Shares.  Shares of the  Series A  redeemed
pursuant to this Section (ix) or otherwise  reacquired by the corporation  shall
be deemed  cancelled and  thereafter  shall  constitute  authorized and unissued
shares of Preferred Stock, 

                                      -11-

<PAGE>

undesignated as to series, subject to reissuance by the corporation as shares of
any series of Preferred Stock.

          (x)       Liquidation.

               (a)  Liquidation  Preference.  In the event of any  voluntary  or
involuntary   liquidation,   dissolution  or  winding  up  of  the   corporation
(hereinafter collectively called "liquidation"), before any amount shall be paid
to or set aside for, or any assets shall be  distributed  among,  the holders of
shares of Common Stock or of any other equity security of the corporation  other
than the  Other  Securities,  each  holder  of a share of the  Series A shall be
entitled  to  receive  out of the  assets  of the  corporation  or the  proceeds
thereof, a preferential payment in an amount equal to $1,000 per share, plus the
amount of accrued and unpaid dividends on such share, if any, and no more.

               (b)  Proportional  Rights.  In the event the amount available for
distribution as liquidation  preference  payments to holders of the Series A and
any other stock ranking on a parity therewith  (including the Other  Securities,
if any) is insufficient to pay the full amount of their respective  preferences,
such  amount  shall  be  divided  among  and  paid to such  holders  ratably  in
proportion to the  respective  amounts which would be payable to such holders if
their respective liquidation preferences were to be paid in full.

               (c) Insufficient  Funds. In the event any liquidation  preference
payment to be made on the shares of the Series A shall  amount in the  aggregate
to less than $1,000 per share plus accrued and unpaid dividends, the corporation
in its  discretion may require the surrender of  certificates  for shares of the
Series A and issue a replacement certificate or certificates,  or it may require
the certificates  evidencing the shares in respect of which such payments are to
be made to be presented to the  corporation,  or its agent, for notation thereon
of the amounts of the  liquidation  preference  payments made in respect of such
shares.  In the event a certificate  for shares of the Series A on which payment
of one or more partial  liquidation  preferences  has been made is presented for
exchange or transfer, such new certificate shall bear an appropriate notation as
to the aggregate amount of liquidation  preference payments  theretofore made in
respect thereof.

               (d) Merger or Sale.  Neither the  consolidation  or merger of the
corporation with or into any other corporation or other entity,  nor the sale or
transfer by the corporation of all or any part of its assets, shall be deemed to
be a liquidation of the corporation for the purposes of this Section (x).

          (xi) Replacement Certificates.

               (a) Mutilated Certificate. If any mutilated certificate of Series
A is surrendered to the corporation,  the corporation  shall execute and deliver
in exchange  therefor a new certificate for Series A of like tenor and principal
amount, bearing a number not contemporaneously outstanding.

               (b) Destroyed, Lost or Stolen Certificate.  If there is delivered
to  the  corporation  (i)  evidence  to  its  reasonable   satisfaction  of  the
destruction,  loss or

                                      -12-

<PAGE>

theft of any  certificate  of  Series A and (ii)  such  reasonable  security  or
indemnity as may be required by it to save it harmless,  then, in the absence of
notice to the corporation that such certificate of Series A has been acquired by
a bona fide purchaser,  the corporation shall execute and deliver in lieu of any
such  destroyed,  lost or stolen  certificate of Series A, a new  certificate of
Series  A  of  like  tenor  and  principal  amount  and  bearing  a  number  not
contemporaneously outstanding.

               (c)  Status  of New  Certificate.  Upon the  issuance  of any new
certificate of Series A under this Section (xi), the corporation may require the
payment of a sum sufficient to cover any tax or other  governmental  charge that
may be imposed in relation thereto and any other expenses  connected  therewith.
Every new  certificate of Series A issued pursuant to this Section (xi), in lieu
of any destroyed,  lost or stolen  certificate of Series A, shall  constitute an
original additional  contractual  obligation of the corporation,  whether or not
the  destroyed,  lost or  stolen  certificate  of  Series A shall be at any time
enforceable by anyone.  Any new certificate  for Series A delivered  pursuant to
this  Section  (xi),  shall be so dated that  neither  gain nor loss in interest
shall  result  from such  exchange.  The  provisions  of this  Section  (xi) are
exclusive  and shall  preclude  (to the  extent  lawful)  all other  rights  and
remedies with respect to the  replacement  or payment of  mutilated,  destroyed,
lost or stolen certificates of Series A.

          B.        Common Stock.

          (1) Dividends.  Subject to the provisions of this Article 4, the Board
of  Directors  of the  corporation  may,  in its sole  discretion,  out of funds
legally  available  for the payment of  dividends  and at such times and in such
manner as determined by the Board of Directors, declare and pay dividends on the
Common Stock.

          (2) Liquidation  Rights.  In the event of any voluntary or involuntary
liquidation,  dissolution  or winding up of the  corporation,  after there shall
have  been  paid to or set aside for the  holders  of  Preferred  Stock the full
preferential  amounts,  if any,  to which  they are  entitled,  the  holders  of
outstanding  shares of Common  Stock  shall be  entitled  to  receive  pro rata,
according  to the number of shares  held by each,  the  remaining  assets of the
corporation available for distribution.

          (3) Voting  Rights.  Except as  otherwise  provided  by the  Wisconsin
Business  Corporation  Law,  and  except  as may be  determined  by the Board of
Directors with respect to Preferred  Stock pursuant to Section A of this Article
4, only the holders of Common  Stock shall be entitled to vote for the  election
of directors of the corporation and for all other corporate  purposes.  Upon any
such vote the holders of Common  Stock shall,  except as  otherwise  provided by
law,  be  entitled  to one vote for each  share  of  Common  Stock  held by them
respectively.

                                    ARTICLE 5

          A. General Powers, Number, Classification and Tenure of Directors. The
general  powers,  number,  classification  and  tenure of the  directors  of the
corporation  shall be as set forth in Section 3.01 of Article III of the By-laws
of the  corporation  (and as such 

                                      -13-

<PAGE>

Section shall exist from time to time). Such Section 3.01 of the By-laws, or any
provision  thereof,  may only be  amended,  altered,  changed or repealed by the
affirmative  vote of  shareholders  holding at least  sixty-six  and  two-thirds
percent  (66-2/3%)  of the voting  power of the then  outstanding  shares of all
classes of capital stock of the corporation  generally  possessing voting rights
in the election of  directors,  considered  for this purpose as a single  class;
provided,  however,  that the Board of Directors,  by resolution  adopted by the
Requisite Vote (as  hereinafter  defined),  may amend,  alter,  change or repeal
Section 3.01 of the By-laws,  or any  provision  thereof,  without a vote of the
shareholders.  As  used  herein,  the  term  "Requisite  Vote"  shall  mean  the
affirmative vote of at least two-thirds of the directors then in office plus one
director.

          B. Removal of Directors.  Any director may be removed from office with
or  without  cause,  but only by the  affirmative  vote of  holders  of at least
sixty-six  and  two-thirds  percent  (66-2/3%)  of the voting  power of the then
outstanding shares of stock of the voting group of shareholders that elected the
director to be removed;  provided,  however,  that if the Board of  Directors by
resolution  adopted by the Requisite  Vote shall have  recommended  removal of a
director,  then the  shareholders  may remove such  director from office with or
without cause by a majority vote of such outstanding shares.

          C.  Vacancies.  Any  vacancy  occurring  in the  Board  of  Directors,
including  a vacancy  created by the removal of a director or an increase in the
number of directors,  shall be filled by the  affirmative  vote of a majority of
the  directors  then in  office,  although  less  than a quorum  of the Board of
Directors;  provided,  however, that if the vacant office was held by a director
elected by a voting group of shareholders,  only the remaining directors elected
by that voting group shall fill the  vacancy.  For purposes of this Article 5, a
director elected by directors to fill a vacant office pursuant to this Section C
shall  be  deemed  to  be a  director  elected  by  the  same  voting  group  of
shareholders  that elected the  director(s)  who voted to fill the vacancy.  Any
director  elected pursuant to this Section C shall serve until the next election
of the  class for which  such  director  shall  have been  chosen  and until his
successor shall be elected and qualified.

          D. Amendments.

               (1)   Notwithstanding  any  other  provision  of  these  Restated
Articles of  Incorporation,  the  provisions  of this  Article 5 may be amended,
altered,  changed  or  repealed  only by the  affirmative  vote of  shareholders
holding at least sixty-six and two-thirds  percent (66-2/3%) of the voting power
of  the  then  outstanding  shares  of  all  classes  of  capital  stock  of the
corporation  generally  possessing  voting  rights in the election of directors,
considered for this purpose as a single class.

               (2)  Notwithstanding  the  foregoing  and any  provisions  in the
By-laws of the  corporation,  whenever  the holders of any one or more series of
Preferred  Stock  issued by the  corporation  pursuant to Article 4 hereof shall
have the right, voting separately as a class or by series, to elect directors at
an annual or special  meeting of  shareholders,  the  election,  term of office,
filing of vacancies and other features of such  directorships  shall be governed
by

                                      -14-

<PAGE>

 the terms of the  series of  Preferred  Stock  applicable  thereto,  and such
directors so elected shall not be divided into classes unless expressly provided
by the terms of the applicable series.

                                    ARTICLE 6

          The address of the registered office of the corporation shall be 12000
West Park Place, Milwaukee, Wisconsin 53224.

                                    ARTICLE 7

          The name of the  registered  agent of the  corporation at such address
shall be Michael D. Dunham.

                                    ARTICLE 8

          No holder of shares of any class of capital  stock of the  corporation
shall  have  a  preemptive  right  to  acquire  unissued  shares  or  securities
convertible  into  unissued  shares or  conveying  a right to  subscribe  for or
acquire shares, unless otherwise determined by the Board of Directors.

                                    ARTICLE 9

          These  Restated  Articles of  Incorporation  may be amended  solely as
authorized herein and by law at the time of amendment.