ARTICLES OF AMENDMENT
                                   Relating to
               SERIES A 8% CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                       of
                       EFFECTIVE MANAGEMENT SYSTEMS, INC.

                        Pursuant to Sections 180.0602 and
               180.1002 of the Wisconsin Business Corporation Law



     I, Michael D. Dunham,  President of Effective  Management Systems,  Inc., a
corporation  organized and existing under the Wisconsin Business Corporation Law
(the "Corporation"),  in accordance with the provisions of Sections 180.0602 and
180.1002 thereof, DO HEREBY CERTIFY:

          1.  That,  pursuant  to the  authority  conferred  upon  the  Board of
     Directors by the Restated  Articles of Incorporation of the Corporation and
     in accordance with Sections 180.0602 and 180.1002 of the Wisconsin Business
     Corporation  Law,  the  Board of  Directors  of the  Corporation  adopted a
     resolution  creating a series of shares of preferred stock, $.01 par value,
     of the  Corporation,  designated  as  Series  A 8%  Convertible  Redeemable
     Preferred Stock.

          2. That said  resolution of the Board of Directors of the  Corporation
     creating  the  series  designated  as  Series A 8%  Convertible  Redeemable
     Preferred Stock,  provides that said series shall have such designation and
     number of shares and such relative  rights,  preferences and limitations as
     are set forth below,  which shall constitute  Paragraph (5) of Section A of
     Article 4 of the  Corporation's  Restated  Articles of  Incorporation: 

(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


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               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, 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.

                                      -2-

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     (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 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 

                                      -3-

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               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 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 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

                                      -5-

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               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 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

                                      -6-


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               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.

                                      -7-

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          (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  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.

                                      -8-

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          (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 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

                                      -9-

<PAGE>

               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 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

                                      -11-

<PAGE>

               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.

          (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,


                                      -11-

<PAGE>

               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,  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 

                                      -13-

<PAGE>

               $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 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

                                      -14-

<PAGE>

               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.

                                      * * *

          3. That  none of the  shares  of  Series A 8%  Convertible  Redeemable
     Preferred Stock have been issued.

          4. That the amendment creating the Series A 8% Convertible  Redeemable
     Preferred Stock was adopted by the Board of Directors of the Corporation in
     accordance with Section 180.1002 of the Wisconsin Business Corporation Law,
     and  shareholder  action  was not  required.

     IN WITNESS  WHEREOF,  I have  executed  and  subscribed  these  Articles of
Amendment on behalf of the  Corporation and do affirm the foregoing as true this
24th day of August, 1998.



                                     By: /s/ Michael D. Dunham            
                                         Michael D. Dunham
                                         President and Chief Executive Officer





         This  instrument  was  drafted  by, and should be  returned  to, Jay O.
Rothman of the firm of Foley & Lardner,  777 East Wisconsin  Avenue,  Milwaukee,
Wisconsin 53202.