AMENDED AND RESTATED BYLAWS

                                       of

                            BURLEIGH RECREATION, INC.
                            (a Wisconsin corporation)


<PAGE>


                          AMENDED AND RESTATED BYLAWS

                                       of

                           BURLEIGH RECREATION, INC.
                           (a Wisconsin corporation)

                               ARTICLE I. OFFICES

     1.01.  Principal  and  Business  Offices.  The  corporation  may have  such
principal  and other  business  offices,  either  within or without the State of
Wisconsin,  as the Board of  Directors  may  designate or as the business of the
corporation may require from time to time.

     1.02.  Registered Office. The registered office of the corporation required
by the  Wisconsin  Business  Corporation  Law to be  maintained  in the State of
Wisconsin may be, but need not be,  identical  with the principal  office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered  agent. The business
office of the  registered  agent of the  corporation  shall be identical to such
registered office.

                            ARTICLE II. SHAREHOLDERS

     2.01. Annual Meeting.  The annual meeting of the shareholders shall be held
at such date and time as shall be fixed by resolution of the Board of Directors,
for the  purpose of electing  directors  and for the  transaction  of such other
business as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the State of  Wisconsin,  such meeting shall be held
on the next  succeeding  business day. If the election of directors shall not be
held on the day designated  herein, or fixed as herein provided,  for any annual
meeting  of the  shareholders,  or at any  adjournment  thereof,  the  Board  of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
shareholders as soon thereafter as conveniently may be.

     2.02.  Special  Meetings.  Special  meetings of the  shareholders,  for any
purpose or purposes,  unless  otherwise  prescribed  by the  Wisconsin  Business
Corporation  Law, may be called by the Board of Directors or the President.  The
Corporation  shall call a special  meeting of shareholders in the event that the
holders  of at least  10% of all of the votes  entitled  to be cast on any issue
proposed to be considered at the proposed special meeting sign, date and deliver
to the Corporation one or more written demands for the meeting describing one or
more purposes for which it is to be held. The  Corporation  shall give notice of
such a special  meeting  within  thirty  days  after the date that the demand is
delivered to the Corporation.

     2.03.  Place of Meeting.  The Board of Directors  may  designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual or special meeting of shareholders.  If no designation is made, the place
of meeting shall be the principal office of the Corporation.  Any meeting may be
adjourned  to  reconvene  at any place  designated  by vote of a majority of the
shares represented thereat.


<PAGE>


     2.04. Notice of Meeting. Written notice stating the date, time and place of
any meeting of shareholders  and, in case of a special  meeting,  the purpose or
purposes for which the meeting is called,  shall be delivered  not less than ten
days nor more than sixty days before the date of the meeting (unless a different
time is provided by the Wisconsin  Business  Corporation  Law or the Articles of
Incorporation),  either  personally  or by mail,  by or at the  direction of the
President or the Secretary,  to each  shareholder of record  entitled to vote at
such  meeting and to such other  persons as required by the  Wisconsin  Business
Corporation  Law. If mailed,  such notice shall be deemed to be  effective  when
deposited in the United States mail,  addressed to the shareholder at his or her
address as it appears on the stock record books of the Corporation, with postage
thereon prepaid. If an annual or special meeting of shareholders is adjourned to
a different date, time or place,  the Corporation  shall not be required to give
notice  of the new  date,  time or  place  if the new  date,  time or  place  is
announced at the meeting before adjournment;  provided,  however,  that if a new
record date for an adjourned  meeting is or must be fixed, the Corporation shall
give notice of the adjourned  meeting to persons who are  shareholders as of the
new record date.

     2.05.  Waiver of Notice. A shareholder may waive any notice required by the
Wisconsin  Business  Corporation  Law,  the Articles of  Incorporation  or these
Bylaws before or after the date and time stated in the notice.  The waiver shall
be in writing and signed by the shareholder entitled to the notice,  contain the
same  information  that would have been required in the notice under  applicable
provisions of the Wisconsin  Business  Corporation Law (except that the time and
place of meeting  need not be stated) and be delivered  to the  Corporation  for
inclusion in the corporate records. A shareholder's  attendance at a meeting, in
person or by proxy, waives objection to all of the following: (a) lack of notice
or defective  notice of the meeting,  unless the shareholder at the beginning of
the  meeting  or  promptly  upon  arrival  objects  to  holding  the  meeting or
transacting  business at the  meeting;  and (b)  consideration  of a  particular
matter at the meeting  that is not within the purpose  described  in the meeting
notice,  unless the  shareholder  objects to  considering  the matter when it is
presented.

     2.06.  Fixing of Record Date.  The Board of Directors  may fix in advance a
date as the record date for the purpose of determining  shareholders entitled to
notice of and to vote at any meeting of shareholders,  shareholders  entitled to
demand a special meeting as  contemplated  by Section 2.02 hereof,  shareholders
entitled to take any other action,  or shareholders for any other purpose.  Such
record date shall not be more than  seventy  days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no  record  date is  fixed  by the  Board of  Directors  or by the  Wisconsin
Business  Corporation  Law for the  determination  of  shareholders  entitled to
notice of and to vote at a meeting of shareholders, the record date shall be the
close of business on the day before the first  notice is given to  shareholders.
If no  record  date is  fixed  by the  Board of  Directors  or by the  Wisconsin
Business  Corporation  Law for the  determination  of  shareholders  entitled to
demand a special meeting as contemplated in Section 2.02 hereof, the record date
shall be the date  that the  first  shareholder  signs  the  demand.  Except  as
provided  by  the  Wisconsin  Business   Corporation  Law  for  a  court-ordered
adjournment, a determination of shareholders entitled to


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<PAGE>

notice  of and to  vote  at a  meeting  of  shareholders  is  effective  for any
adjournment  of such meeting  unless the Board of  Directors  fixes a new record
date, which it shall do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original  meeting.  The record date for determining
shareholders  entitled to a distribution (other than a distribution  involving a
purchase,  redemption or other  acquisition  of the  Corporation's  shares) or a
share  dividend  is the date on which  the  Board of  Directors  authorized  the
distribution  or  share  dividend,  as the  case  may be,  unless  the  Board of
Directors fixes a different record date.

     2.07. Shareholders' List for Meetings. After a record date for a special or
annual meeting of shareholders has been fixed,  the Corporation  shall prepare a
list of the names of all of the shareholders  entitled to notice of the meeting.
The list shall be  arranged by class or series of shares,  if any,  and show the
address of and  number of shares  held by each  shareholder.  Such list shall be
available for inspection by any  shareholder,  beginning two business days after
notice of the meeting is given for which the list was prepared and continuing to
the date of the meeting,  at the  Corporation's  principal  office or at a place
identified  in the meeting  notice in the city where the meeting will be held. A
shareholder or his or her agent may, on written demand,  inspect and, subject to
the  limitations  imposed by the Wisconsin  Business  Corporation  Law, copy the
list, during regular business hours and at his or her expense, during the period
that  it is  available  for  inspection  pursuant  to  this  Section  2.07.  The
Corporation shall make the  shareholders'  list available at the meeting and any
shareholder  or his or her agent or  attorney  may  inspect the list at any time
during the meeting or any adjournment thereof.  Refusal or failure to prepare or
make  available  the  shareholders'  list shall not affect the  validity  of any
action taken at a meeting of shareholders.

     2.08. Quorum and Voting Requirements. Shares entitled to vote as a separate
voting  group may take action on a matter at a meeting only if a quorum of those
shares exists with respect to that matter. If the Corporation has only one class
of common stock outstanding, such class shall constitute a separate voting group
for purposes of this Section 2.08. Except as otherwise  provided in the Articles
of  Incorporation or the Wisconsin  Business  Corporation Law, a majority of the
votes entitled to be cast on the matter shall  constitute a quorum of the voting
group for action on that matter.  Once a share is represented for any purpose at
a meeting,  other than for the  purpose of  objecting  to holding the meeting or
transacting  business at the meeting,  it is considered  present for purposes of
determining whether a quorum exists for the remainder of the meeting and for any
adjournment  of that meeting  unless a new record date is or must be set for the
adjourned  meeting.  If a quorum  exists,  except in the case of the election of
directors,  action on a matter  shall be  approved  if the votes cast within the
voting  group  favoring  the action  exceed the votes cast  opposing the action,
unless the Articles of Incorporation or the Wisconsin  Business  Corporation Law
requires a greater number of affirmative votes. Unless otherwise provided in the
Articles of Incorporation,  each director shall be elected by a plurality of the
votes cast by the shares  entitled  to vote in the  election of  directors  at a
meeting  at  which a  quorum  is  present.  Though  less  than a  quorum  of the
outstanding votes of a voting group are represented at a meeting,  a majority of
the votes so  represented  may  adjourn the  meeting  from time to time  without
further notice. At such adjourned meeting at which a quorum shall be


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present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally notified.

     2.09. Conduct of Meeting. The President,  and in his or her absence, a Vice
President in the order provided under Section 4.07 hereof, and in their absence,
any person  chosen by the  shareholders  present  shall call the  meeting of the
shareholders  to  order  and  shall  act as  chairman  of the  meeting,  and the
Secretary  of the  Corporation  shall act as  secretary  of all  meetings of the
shareholders,  but, in the absence of the Secretary,  the presiding  officer may
appoint any other person to act as secretary of the meeting.

     2.10. Proxies. At all meetings of shareholders,  a shareholder may vote his
or her shares in person or by proxy.  A shareholder  may appoint a proxy to vote
or otherwise act for the  shareholder  by signing an  appointment  form,  either
personally  or by his or her  attorney-in-fact.  An  appointment  of a proxy  is
effective  when  received  by the  Secretary  or other  officer  or agent of the
Corporation  authorized to tabulate  votes.  An  appointment is valid for eleven
months  from the date of its  signing  unless a  different  period is  expressly
provided in the appointment form.

     2.11. Voting of Shares. Except as provided in the Articles of Incorporation
or in the Wisconsin Business Corporation Law, each outstanding share, regardless
of class,  is  entitled  to one vote on each  matter  voted on at a  meeting  of
shareholders.

     2.12.  Action  without  Meeting.  Any action  required or  permitted by the
Articles of  Incorporation  or these Bylaws or any  provision  of the  Wisconsin
Business  Corporation  Law to be taken at a meeting of the  shareholders  may be
taken  without a meeting  and  without  action  by the Board of  Directors  if a
written consent or consents, describing the action so taken, is signed by all of
the shareholders entitled to vote with respect to the subject matter thereof and
delivered to the Corporation for inclusion in the corporate records.

     2.13.  Acceptance of Instruments  Showing  Shareholder  Action. If the name
signed on a vote, consent,  waiver or proxy appointment  corresponds to the name
of a shareholder, the Corporation, if acting in good faith, may accept the vote,
consent,  waiver  or  proxy  appointment  and  give  it  effect  as the act of a
shareholder.  If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder,  the Corporation, if acting in
good faith, may accept the vote,  consent,  waiver or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

     (a) The shareholder is an entity and the name signed purports to be that of
an officer or agent of the entity.


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     (b)  The  name   purports   to  be  that  of  a  personal   representative,
administrator,  executor,  guardian or conservator  representing the shareholder
and, if the Corporation requests, evidence of fiduciary status acceptable to the
Corporation  is  presented  with respect to the vote,  consent,  waiver or proxy
appointment.

     (c) The  name  signed  purports  to be that of a  receiver  or  trustee  in
bankruptcy of the shareholder and, if the Corporation requests, evidence of this
status  acceptable  to the  Corporation  is presented  with respect to the vote,
consent, waiver or proxy appointment.

     (d) The name signed purports to be that of a pledgee,  beneficial owner, or
attorney-in-fact of the shareholder and, if the Corporation  requests,  evidence
acceptable  to the  Corporation  of the  signatory's  authority  to sign for the
shareholder  is  presented  with respect to the vote,  consent,  waiver or proxy
appointment.

     (e) Two or more persons are the  shareholders  as co-tenants or fiduciaries
and the name signed purports to be the name of at least one of the co-owners and
the person signing appears to be acting on behalf of all co-owners.

The Corporation may reject a vote,  consent,  waiver or proxy appointment if the
Secretary or other  officer or agent of the  Corporation  who is  authorized  to
tabulate votes,  acting in good faith,  has reasonable basis for doubt about the
validity of the signature on it or about the  signatory's  authority to sign for
the shareholder.

                         ARTICLE III. BOARD OF DIRECTORS

     3.01. General Powers and Number. All corporate powers shall be exercised by
or under the  authority  of, and the  business  and  affairs of the  Corporation
managed under the direction of, the Board of Directors.  The number of directors
of the  Corporation  shall  be one  (1) and  thereafter  such  number  as may be
determined from time to time by the Board of Directors.

     3.02. Tenure and Qualifications.  Each director shall hold office until the
next annual meeting of  shareholders  and until his or her successor  shall have
been elected and, if necessary,  qualified,  or until there is a decrease in the
number of directors  which takes effect after the expiration of his or her term,
or until his or her prior  death,  resignation  or  removal.  A director  may be
removed by the shareholders only at a meeting called for the purpose of removing
the director, and the meeting notice shall state that the purpose, or one of the
purposes,  of the meeting is removal of the director.  A director may be removed
from  office  with or without  cause if the votes  cast to remove  the  director
exceeds the number of votes cast not to remove  such  director.  A director  may
resign  at any  time by  delivering  written  notice  which  complies  with  the
Wisconsin Business Corporation Law to the Board of Directors, to the


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President (in his or her capacity as  chairperson  of the Board of Directors) or
to the  Corporation.  A director's  resignation  is effective when the notice is
delivered unless the notice specifies a later effective date. Directors need not
be residents of the State of Wisconsin or shareholders of the Corporation.

     3.03.  Regular Meetings.  A regular meeting of the Board of Directors shall
be held  without  other  notice  than this  bylaw  immediately  after the annual
meeting of shareholders and each adjourned  session  thereof.  The place of such
regular  meeting  shall be the same as the place of the meeting of  shareholders
which  precedes  it, or such other  suitable  place as may be  announced at such
meeting of  shareholders.  The Board of Directors shall provide,  by resolution,
the date, time and place,  either within or without the State of Wisconsin,  for
the holding of  additional  regular  meetings of the Board of Directors  without
other notice than such resolution.

     3.04.  Special Meetings.  Special meetings of the Board of Directors may be
called by or at the request of the  President,  Secretary or any two  directors.
The President or Secretary may fix any place, either within or without the State
of  Wisconsin,  as the place for  holding  any  special  meeting of the Board of
Directors,  and if no other place is fixed the place of the meeting shall be the
principal business office of the Corporation in the State of Wisconsin.

     3.05.  Notice;  Waiver.  Notice  of each  special  meeting  of the Board of
Directors shall be given by written notice  delivered or communicated in person,
by   telegraph,   teletype,   facsimile  or  other  form  of  wire  or  wireless
communication,  or by mail or private carrier,  to each director at his business
address  or at such other  address as such  director  shall have  designated  in
writing filed with the Secretary,  in each case not less than forty-eight  hours
prior to the meeting.  The notice need not  prescribe the purpose of the special
meeting of the Board of  Directors  or the  business  to be  transacted  at such
meeting.  If mailed,  such notice shall be deemed to be effective when deposited
in the United States mail so addressed,  with postage thereon prepaid. If notice
is given by  telegram,  such  notice  shall be deemed to be  effective  when the
telegram is delivered to the  telegraph  company.  If notice is given by private
carrier,  such notice  shall be deemed to be  effective  when  delivered  to the
private  carrier.  Whenever  any notice  whatever is required to be given to any
director of the Corporation  under the Articles of Incorporation or these Bylaws
or any provision of the Wisconsin Business  Corporation Law, a waiver thereof in
writing,  signed  at any  time,  whether  before  or after  the date and time of
meeting,  by the director  entitled to such notice shall be deemed equivalent to
the giving of such notice.  The Corporation shall retain any such waiver as part
of the permanent corporate records. A director's  attendance at or participation
in a meeting waives any required  notice to him or her of the meeting unless the
director at the  beginning  of the  meeting or promptly  upon his or her arrival
objects to holding the meeting or  transacting  business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.


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     3.06.  Quorum.  Except as  otherwise  provided  by the  Wisconsin  Business
Corporation Law or by the Articles of  Incorporation or these Bylaws, a majority
of the number of  directors  specified  in Section  3.01 of these  Bylaws  shall
constitute a quorum for the  transaction of business at any meeting of the Board
of Directors. Except as otherwise provided by the Wisconsin Business Corporation
Law or by the  Articles of  Incorporation  or by these  Bylaws,  a quorum of any
committee  of the Board of  Directors  created  pursuant to Section  3.12 hereof
shall consist of a majority of the number of directors appointed to serve on the
committee.  A majority of the directors  present  (though less than such quorum)
may adjourn any meeting of the Board of Directors or any committee  thereof,  as
the case may be, from time to time without further notice.

     3.07. Manner of Acting. The affirmative vote of a majority of the directors
present at a meeting of the Board of Directors or a committee thereof at which a
quorum is present shall be the act of the Board of Directors or such  committee,
as the case may be, unless the Wisconsin Business  Corporation Law, the Articles
of  Incorporation  or these  Bylaws  require  the vote of a  greater  number  of
directors.

     3.08. Conduct of Meetings. The President, and in his or her absence, a Vice
President in the order provided  under Section 4.07,  and in their absence,  any
director  chosen by the directors  present,  shall call meetings of the Board of
Directors  to order and shall act as chairman of the meeting.  The  Secretary of
the Corporation shall act as secretary of all meetings of the Board of Directors
but in the absence of the Secretary, the presiding officer may appoint any other
person  present to act as secretary  of the  meeting.  Minutes of any regular or
special  meeting of the Board of Directors  shall be prepared and distributed to
each director.

     3.09.  Vacancies.  Except as provided below,  any vacancy  occurring in the
Board of Directors, including a vacancy resulting from an increase in the number
of directors, may be filled by any of the following:  (a) the shareholders;  (b)
the Board of Directors;  or (c) if the directors  remaining in office constitute
fewer than a quorum of the Board of Directors, the directors, by the affirmative
vote of a majority of all  directors  remaining in office.  If the vacant office
was held by a  director  elected  by a voting  group of  shareholders,  only the
holders  of shares of that  voting  group may vote to fill the  vacancy if it is
filled by the  shareholders,  and only the remaining  directors  elected by that
voting  group may vote to fill the vacancy if it is filled by the  directors.  A
vacancy  that will  occur at a specific  later  date,  because of a  resignation
effective at a later date or otherwise, may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.

     3.10.  Compensation.  The Board of Directors,  irrespective of any personal
interest of any of its members,  may establish  reasonable  compensation  of all
directors for services to the  Corporation as directors,  officers or otherwise,
or may  delegate  such  authority  to an  appropriate  committee.  The  Board of
Directors also shall have  authority to provide for or delegate  authority to an
appropriate  committee to provide for reasonable  pensions,  disability or death
benefits,  and other benefits or payments, to directors,  officers and employees
and to


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their  estates,  families,  dependents  or  beneficiaries  on  account  of prior
services rendered by such directors, officers and employees to the Corporation.

     3.11.  Presumption of Assent. A director who is present and is announced as
present at a meeting of the Board of Directors or any committee  thereof created
in accordance with Section 3.12 hereof, when corporate action is taken,  assents
to the action taken unless any of the following occurs: (a) the director objects
at the  beginning of the meeting or promptly  upon his or her arrival to holding
the meeting or transacting  business at the meeting;  (b) the director's dissent
or abstention from the action taken is entered in the minutes of the meeting; or
(c) the  director  delivers  written  notice that  complies  with the  Wisconsin
Business  Corporation  Law of his or her dissent or  abstention to the presiding
officer of the meeting before its adjournment or to the Corporation  immediately
after adjournment of the meeting.  Such right of dissent or abstention shall not
apply to a director who votes in favor of the action taken.

     3.12.  Committees.  The Board of  Directors  by  resolution  adopted by the
affirmative vote of a majority of all of the directors then in office may create
one or more  committees,  appoint  members of the Board of Directors to serve on
the committees and designate other members of the Board of Directors to serve as
alternates.  Each  committee  shall have two or more  members who shall,  unless
otherwise provided by the Board of Directors, serve at the pleasure of the Board
of  Directors.  A committee  may be  authorized to exercise the authority of the
Board of Directors, except that a committee may not do any of the following: (a)
authorize distributions;  (b) approve or propose to shareholders action that the
Wisconsin Business Corporation Law requires to be approved by shareholders;  (c)
fill  vacancies  on the Board of  Directors  or,  unless the Board of  Directors
provides by  resolution  that  vacancies  on a committee  shall be filled by the
affirmative vote of the remaining committee members, on any Board committee; (d)
amend the Corporation's  Articles of Incorporation;  (e) adopt,  amend or repeal
Bylaws;  (f) approve a plan of merger not requiring  shareholder  approval;  (g)
authorize or approve  reacquisition of shares,  except according to a formula or
method  prescribed by the Board of  Directors;  and (h) authorize or approve the
issuance or sale or contract for sale of shares,  or determine  the  designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of  Directors  may  authorize a committee  to do so within
limits  prescribed by the Board of Directors.  Unless otherwise  provided by the
Board of Directors in creating the  committee,  a committee may employ  counsel,
accountants and other consultants to assist it in the exercise of its authority.

     3.13.   Telephonic   Meetings.   To  the   extent   provided   herein   and
notwithstanding  any  place  set forth in the  notice  of the  meeting  or these
Bylaws,  members of the Board of Directors (and any committees  thereof  created
pursuant to Section 3.12 hereof) may participate in regular or special  meetings
by, or through the use of, any means of  communication by which all participants
may  simultaneously  hear each  other,  such as by  conference  telephone.  If a
meeting is conducted by such means, then at the commencement of such meeting the
presiding  officer shall inform the  participating  directors  that a meeting is
taking place at which official


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business may be transacted.  Any participant in a meeting by such means shall be
deemed present in person at such meeting.

     3.14.  Action  Without  Meeting.  Any action  required or  permitted by the
Wisconsin  Business  Corporation  Law to be taken at a  meeting  of the Board of
Directors or a committee  thereof created pursuant to Section 3.12 hereof may be
taken without a meeting if the action is taken by all members of the Board or of
the  committee.  The action shall be  evidenced by one or more written  consents
describing  the action taken,  signed by each  director or committee  member and
retained  by the  Corporation.  Such  action  shall be  effective  when the last
director or committee member signs the consent,  unless the consent  specifies a
different effective date.

                              ARTICLE IV. OFFICERS

     4.01.  Number.  The  principal  officers  of  the  Corporation  shall  be a
President,  the number of Vice Presidents,  if any, as elected from time to time
by the Board of Directors, a Secretary,  and a Treasurer,  each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed  necessary  may be elected or appointed by the Board of Directors.
The Board of Directors may also authorize any duly authorized officer to appoint
one or more officers or assistant officers.  Any two or more offices may be held
by the same person.

     4.02.  Election and Term of Office.  The officers of the  Corporation to be
elected  by the Board of  Directors  shall be elected  annually  by the Board of
Directors at the first meeting of the Board of Directors  held after each annual
meeting of the  shareholders.  If the election of officers  shall not be held at
such meeting,  such election shall be held as soon thereafter as is practicable.
Each officer shall hold office until his or her  successor  shall have been duly
elected or until his or her prior death, resignation or removal.

     4.03.  Removal.  The Board of Directors may remove any officer and,  unless
restricted by the Board of Directors or these Bylaws,  an officer may remove any
officer or assistant  officer  appointed by that officer,  at any time,  with or
without cause and  notwithstanding  the contract rights,  if any, of the officer
removed.  The  appointment  of an  officer  does not of itself  create  contract
rights.

     4.04.  Resignation.  An officer may resign at any time by delivering notice
to the Corporation  that complies with the Wisconsin  Business  Corporation Law.
The  resignation  shall be effective  when the notice is  delivered,  unless the
notice  specifies a later effective date and the  Corporation  accepts the later
effective date.


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<PAGE>


     4.05.  Vacancies.  A vacancy  in any  principal  office  because  of death,
resignation,  removal,  disqualification  or  otherwise,  shall be filled by the
Board of Directors for the unexpired portion of the term. If a resignation of an
officer is effective at a later date as contemplated by Section 4.04 hereof, the
Board of Directors may fill the pending vacancy before the effective date if the
Board provides that the successor may not take office until the effective date.

     4.06. President.  The President shall be the principal executive officer of
the Corporation and,  subject to the direction of the Board of Directors,  shall
in  general  supervise  and  control  all of the  business  and  affairs  of the
Corporation.  The President shall, when present,  preside at all meetings of the
shareholders  and of the Board of  Directors.  He or she shall  have  authority,
subject to such rules as may be prescribed by the Board of Directors, to appoint
such agents and employees of the  Corporation as he or she shall deem necessary,
to prescribe their powers, duties and compensation, and to delegate authority to
them.  Such  agents and  employees  shall hold office at the  discretion  of the
President.  He or she shall have authority to sign, execute and acknowledge,  on
behalf of the Corporation,  all deeds,  mortgages,  bonds,  stock  certificates,
contracts,  leases,  reports and all other documents or instruments necessary or
proper to be executed in the course of the Corporation's  regular  business,  or
which shall be authorized by resolution of the Board of Directors;  and,  except
as otherwise provided by law or the Board of Directors,  he or she may authorize
any Vice President or other officer or agent of the Corporation to sign, execute
and acknowledge  such documents or instruments in his or her place and stead. In
general he or she shall  perform all duties  incident to the office of President
and such other duties as may be prescribed  by the Board of Directors  from time
to time.

     4.07. The Vice Presidents.  In the absence of the President or in the event
of the President's  death,  inability or refusal to act, or in the event for any
reason it shall be impracticable  for the President to act personally,  the Vice
President  (or in the  event  there be more  than one Vice  President,  the Vice
Presidents in the order designated by the Board of Directors,  or in the absence
of any  designation,  then in the order of their  election)  shall  perform  the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. Any Vice President may sign,
with the  Secretary  or  Assistant  Secretary,  certificates  for  shares of the
Corporation; and shall perform such other duties and have such authority as from
time to time may be delegated  or assigned to him or her by the  President or by
the Board of Directors.  The execution of any  instrument of the  Corporation by
any Vice President shall be conclusive evidence,  as to third parties, of his or
her authority to act in the stead of the President.

     4.08. The Secretary.  The Secretary shall: (a) keep minutes of the meetings
of the shareholders and of the Board of Directors (and of committees thereof) in
one or more books provided for that purpose  (including records of actions taken
by the shareholders or the Board of Directors (or committees  thereof) without a
meeting);  (b) see  that all  notices  are duly  given  in  accordance  with the
provisions of these Bylaws or as required by the Wisconsin Business  Corporation
Law;  (c) be  custodian  of  the  corporate  records  and  of  the  seal  of the
Corporation


                                      -10-
<PAGE>


and see  that  the seal of the  Corporation  is  affixed  to all  documents  the
execution  of  which  on  behalf  of the  Corporation  under  its  seal  is duly
authorized;  (d) maintain a record of the shareholders of the Corporation,  in a
form  that  permits  preparation  of a list of the names  and  addresses  of all
shareholders,  by class or series of shares and  showing the number and class or
series of shares held by each  shareholder;  (e) sign with the  President,  or a
Vice  President,  certificates  for shares of the  Corporation,  the issuance of
which shall have been  authorized by  resolution of the Board of Directors;  (f)
have general charge of the stock transfer books of the  Corporation;  and (g) in
general  perform all duties  incident to the office of  Secretary  and have such
other duties and exercise  such  authority as from time to time may be delegated
or assigned by the President or by the Board of Directors.

     4.09. The Treasurer.  The Treasurer  shall:  (a) have charge and custody of
and be responsible for all funds and securities of the Corporation; (b) maintain
appropriate accounting records; (c) receive and give receipts for moneys due and
payable to the  Corporation  from any source  whatsoever,  and  deposit all such
moneys in the name of the  Corporation in such banks,  trust  companies or other
depositaries  as shall be selected in accordance  with the provisions of Section
5.04;  and (d) in general  perform  all of the duties  incident to the office of
Treasurer and have such other duties and exercise  such other  authority as from
time to time may be  delegated  or assigned by the  President or by the Board of
Directors.  If required by the Board of Directors,  the  Treasurer  shall give a
bond for the  faithful  discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

     4.10. Assistant Secretaries and Assistant  Treasurers.  There shall be such
number  of  Assistant  Secretaries  and  Assistant  Treasurers  as the  Board of
Directors may from time to time  authorize.  The Assistant  Secretaries may sign
with  the  President  or  a  Vice  President  certificates  for  shares  of  the
Corporation  the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors  shall  determine.
The Assistant  Secretaries and Assistant Treasurers,  in general,  shall perform
such duties and have such  authority  as shall from time to time be delegated or
assigned to them by the  Secretary  or the  Treasurer,  respectively,  or by the
President or the Board of Directors.

     4.11. Other  Assistants and Acting  Officers.  The Board of Directors shall
have the power to appoint,  or to authorize  any duly  appointed  officer of the
Corporation  to appoint,  any person to act as assistant  to any officer,  or as
agent for the  Corporation in his or her stead, or to perform the duties of such
officer  whenever  for any reason it is  impracticable  for such  officer to act
personally,  and such assistant or acting officer or other agent so appointed by
the Board of Directors or an authorized  officer shall have the power to perform
all the  duties  of the  office  to  which  he or she is so  appointed  to be an
assistant, or as to which he or she is so appointed to act, except as such power
may be  otherwise  defined  or  restricted  by the  Board  of  Directors  or the
appointing officer.


                                      -11-
<PAGE>


                       ARTICLE V. CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS


     5.01.  Contracts.  The Board of  Directors  may  authorize  any  officer or
officers,  agent or agents, to enter into any contract or execute or deliver any
instrument  in  the  name  of  and  on  behalf  of  the  Corporation,  and  such
authorization may be general or confined to specific  instances.  In the absence
of other  designation,  all deeds,  mortgages and  instruments  of assignment or
pledge made by the Corporation  shall be executed in the name of the Corporation
by the  President  or  one  of the  Vice  Presidents  and by the  Secretary,  an
Assistant Secretary,  the Treasurer or an Assistant Treasurer;  the Secretary or
an Assistant  Secretary,  when necessary or required,  shall affix the corporate
seal, if any, thereto; and when so executed no other party to such instrument or
any third party shall be required to make any inquiry into the  authority of the
signing officer or officers.

     5.02.  Loans.  No  indebtedness  for borrowed  money shall be contracted on
behalf of the Corporation and no evidences of such indebtedness  shall be issued
in its name unless  authorized  by or under the authority of a resolution of the
Board of Directors.  Such  authorization  may be general or confined to specific
instances.

     5.03.  Checks,  Drafts,  etc.  All checks,  drafts or other  orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the  Corporation  and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

     5.04.  Deposits.  All funds of the Corporation not otherwise employed shall
be deposited  from time to time to the credit of the  Corporation in such banks,
trust  companies  or other  depositaries  as may be  selected  by or  under  the
authority of a resolution of the Board of Directors.

     5.05. Voting of Securities Owned by this Corporation. Subject always to the
specific  directions  of the  Board  of  Directors,  (a)  any  shares  or  other
securities  issued by any other  corporation  and  owned or  controlled  by this
Corporation  may be voted at any  meeting  of  security  holders  of such  other
corporation by the President of this Corporation if he or she be present,  or in
his or her absence by any Vice President of this Corporation who may be present,
and (b) whenever, in the judgment of the President, or in his or her absence, of
any Vice President,  it is desirable for this  Corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation  and  owned by this  Corporation,  such  proxy or  consent  shall be
executed in the name of this  Corporation  by the  President  or one of the Vice
Presidents of this  Corporation,  without  necessity of any authorization by the
Board of Directors, affixation of corporate seal, if any, or countersignature or
attestation by another


                                      -12-
<PAGE>


officer.  Any person or persons  designated  in the manner  above  stated as the
proxy or proxies of this Corporation shall have full right,  power and authority
to vote the  shares or other  securities  issued by such other  corporation  and
owned by this  Corporation the same as such shares or other  securities might be
voted by this Corporation.

             ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES

     6.01.  Certificates  for Shares.  Certificates  representing  shares of the
Corporation  shall  be in such  form,  consistent  with the  Wisconsin  Business
Corporation  Law,  as shall  be  determined  by the  Board  of  Directors.  Such
certificates  shall be signed by the  President or a Vice  President  and by the
Secretary  or an  Assistant  Secretary.  All  certificates  for shares  shall be
consecutively  numbered  or  otherwise  identified.  The name and address of the
person to whom the shares  represented  thereby are  issued,  with the number of
shares and date of issue,  shall be entered on the stock  transfer  books of the
Corporation.  All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except as
provided in Section 6.06.

     6.02. Facsimile  Signatures and Seal. The seal of the Corporation,  if any,
on  any  certificates  for  shares  may be a  facsimile.  The  signature  of the
President or Vice  President  and the  Secretary or Assistant  Secretary  upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a  transfer  agent,  or a  registrar,  other than the  Corporation  itself or an
employee of the Corporation.

     6.03. Signature by Former Officers.  The validity of a share certificate is
not  affected  if a person who signed the  certificate  (either  manually  or in
facsimile) no longer holds office when the certificate is issued.

     6.04.  Transfer of Shares.  Prior to due  presentment of a certificate  for
shares for  registration  of transfer the  Corporation  may treat the registered
owner of such  shares as the person  exclusively  entitled  to vote,  to receive
notifications  and otherwise to have and exercise all the rights and power of an
owner.  Where a certificate  for shares is presented to the  Corporation  with a
request to register for  transfer,  the  Corporation  shall not be liable to the
owner or any other person  suffering  loss as a result of such  registration  of
transfer  if  (a)  there  were  on  or  with  the   certificate   the  necessary
endorsements, and (b) the Corporation had no duty to inquire into adverse claims
or has  discharged  any  such  duty.  The  Corporation  may  require  reasonable
assurance that such  endorsements  are genuine and effective and compliance with
such other  regulations  as may be  prescribed  by or under the authority of the
Board of Directors.


                                      -13-
<PAGE>


     6.05.   Restrictions  on  Transfer.  The  face  or  reverse  side  of  each
certificate  representing  shares  shall  bear  a  conspicuous  notation  of any
restriction imposed by the Corporation upon the transfer of such shares.

     6.06. Lost, Destroyed or Stolen  Certificates.  Where the owner claims that
certificates  for shares have been lost,  destroyed or wrongfully  taken,  a new
certificate shall be issued in place thereof if the owner (a) so requests before
the  Corporation  has notice that such shares have been  acquired by a bona fide
purchaser,  (b)  files  with the  Corporation  a  sufficient  indemnity  bond if
required by the Board of Directors or any principal  officer,  and (c) satisfies
such  other  reasonable  requirements  as  may be  prescribed  by or  under  the
authority of the Board of Directors.

     6.07. Consideration for Shares. The Board of Directors may authorize shares
to be issued for consideration consisting of any tangible or intangible property
or  benefit to the  Corporation,  including  cash,  promissory  notes,  services
performed,  contracts  for services to be performed or other  securities  of the
Corporation.  Before the Corporation issues shares, the Board of Directors shall
determine that the consideration received or to be received for the shares to be
issued is adequate.  The  determination  of the Board of Directors is conclusive
insofar as the adequacy of  consideration  for the issuance of shares relates to
whether  the shares  are  validly  issued,  fully  paid and  nonassessable.  The
Corporation may place in escrow shares issued in whole or in part for a contract
for future services or benefits, a promissory note, or otherwise for property to
be issued in the future, or make other  arrangements to restrict the transfer of
the shares, and may credit  distributions in respect of the shares against their
purchase price,  until the services are performed,  the benefits or property are
received or the promissory note is paid. If the services are not performed,  the
benefits or property are not received or the  promissory  note is not paid,  the
Corporation  may cancel,  in whole or in part, the shares escrowed or restricted
and the distributions credited.

     6.08.  Stock  Regulations.  The Board of Directors shall have the power and
authority to make all such further rules and regulations not  inconsistent  with
law as it may deem expedient concerning the issue,  transfer and registration of
shares of the Corporation.

                            ARTICLE VII. TAXABLE YEAR

     7.01.  Taxable Year. The taxable year of the Corporation  shall commence on
January 1 and end on December 31 of each year.



                                      -14-
<PAGE>


                               ARTICLE VIII. SEAL

     8.01.  The  Corporation  shall have no  corporate  seal,  and the words "NO
CORPORATE SEAL" may be inserted in any document  executed by the Company where a
corporate seal would otherwise properly be imprinted.

                           ARTICLE IX. INDEMNIFICATION

     9.01.  Provision of Indemnification.  The Corporation shall, to the fullest
extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the
Wisconsin Business Corporation Law, including any amendments thereto (but in the
case of any  such  amendment,  only to the  extent  such  amendment  permits  or
requires the Corporation to provide broader indemnification rights than prior to
such  amendment),  indemnify  its  Directors  and  Officers  against any and all
Liabilities,  and advance any and all reasonable  Expenses,  incurred thereby in
any  Proceeding  to which any such  Director or Officer is a Party because he or
she is or was a Director or Officer of the  Corporation.  The Corporation  shall
also indemnify an employee who is not a Director or Officer,  to the extent that
the  employee  has been  successful  on the merits or  otherwise in defense of a
Proceeding,  for all Expenses  incurred in the  Proceeding if the employee was a
Party because he or she is or was an employee of the Corporation.  The rights to
indemnification  granted  hereunder  shall not be deemed  exclusive of any other
rights to  indemnification  against  Liabilities or the  advancement of Expenses
which a  Director,  Officer  or  employee  may be  entitled  under  any  written
agreement,  Board  resolution,  vote of  shareholders,  the  Wisconsin  Business
Corporation Law or otherwise. The Corporation may, but shall not be required to,
supplement  the foregoing  rights to  indemnification  against  Liabilities  and
advancement  of Expenses under this Section 9.01 by the purchase of insurance on
behalf of any one or more of such Directors,  Officers or employees,  whether or
not the Corporation  would be obligated to indemnify or advance Expenses to such
Director,  Officer or employee  under this Section 9.01. All  capitalized  terms
used in this Article IX and not otherwise  defined herein shall have the meaning
set forth in Section 180.0850 of the Wisconsin Business Corporation Law.

                              ARTICLE X. AMENDMENTS

     10.01.  By  Shareholders.  These  Bylaws may be amended or repealed and new
Bylaws may be adopted by the  shareholders  at any annual or special  meeting of
the shareholders at which a quorum is in attendance.

     10.02. By Directors. Except as otherwise provided by the Wisconsin Business
Corporation  Law or the  Articles  of  Incorporation,  these  Bylaws may also be
amended or repealed  and new Bylaws may be adopted by the Board of  Directors by
affirmative vote of a majority of the number of directors present at any meeting
at which a quorum is in attendance;


                                      -15-
<PAGE>


provided,  however,  that the shareholders in adopting,  amending or repealing a
particular  Bylaw may provide therein that the Board of Directors may not amend,
repeal or readopt that Bylaw.

     10.03.   Implied  Amendments.   Any  action  taken  or  authorized  by  the
shareholders or by the Board of Directors  which would be inconsistent  with the
Bylaws then in effect but which is taken or  authorized by  affirmative  vote of
not less than the number of shares or the number of directors  required to amend
the Bylaws so that the Bylaws  would be  consistent  with such  action  shall be
given the same  effect as though  the  Bylaws  had been  temporarily  amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.