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                                                                     EXHIBIT 4.2

                                                                       EXHIBIT B

                                    RESTATED

                                     BYLAWS

                                       OF

                               NAVARRE CORPORATION

                           EFFECTIVE AUGUST 31, 1992

                                   ARTICLE I.

                                     Offices

         Section 1. Registered Office. The registered office of Navarre
Corporation (the "Corporation") is as provided and designated in the Articles of
Incorporation. The Board of Directors of the Corporation may, from time to time,
change the location of the registered office. On or before the day that such
change is to become effective, a certificate of such change and of the location
and post office address of the new registered office shall be filed with the
Secretary of State of the State of Minnesota.

         Section 2. Other Offices. The Corporation may establish and maintain
such other offices, within or without the State of Minnesota, as are from time
to time authorized by the Board of Directors.

                                   ARTICLE II.

                            Meetings of Shareholders

         Section 1. Place of Meeting. All meetings of the shareholders of the
Corporation shall be held at the registered office of the Corporation in the
State of Minnesota or at such place within or without the state as may be fixed
from time to time

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by the Board of Directors or by written consent of all the shareholders entitled
to vote thereat.

         Section 2. Regular Meetings. The regular meeting of the shareholders
shall be held on such date as the Board of Directors shall by resolution
establish. At the regular meeting, the shareholders shall designate the number
of directors to constitute the Board of Directors (subject to the authority of
the Board of Directors thereafter to increase or decrease the number of
directors as permitted by law), shall elect qualified successors for directors
who serve for an indefinite term or whose terms have expired or are due to
expire within six months after the date of the meeting, and shall transact such
other business as may properly come before them.

         Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President, Treasurer, any two or
more directors, or by a shareholder or shareholders holding ten percent (10%) or
more of the voting power of all shares entitled to vote.

         Section 4. Notice of Meetings. There shall be mailed to each
shareholder, shown by the books of the Corporation to be a holder of record of
voting shares, at his address as shown by the books of the Corporation, a notice
setting out the date, time and place of each regular meeting and each special
meeting, except where the meeting is an adjourned meeting and the date, time and
place of the meeting were announced at the time of adjournment, or except as
otherwise permitted by statute. This notice shall be mailed at

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least five (5) days prior thereto and no earlier than sixty (60) days prior
thereto. However, notice of a meeting at which a plan or agreement of merger or
exchange is to be considered shall be mailed to all shareholders of record,
whether or not entitled to vote at the meeting, not less than fourteen (14) days
nor more than sixty (60) days prior thereto. Every notice of any special meeting
called pursuant to this Section shall state the purpose or purposes for which
the meeting has been called, and the business transacted at all special meetings
shall be confined to the purpose notice. In addition, the notice of a meeting at
which a plan or agreement of merger or exchange is to be voted upon shall state
that a purpose of the meeting is to consider the proposed plan or agreement of
merger or exchange and a copy or a short description of the plan or agreement of
merger or exchange shall be included in or enclosed with the notice.

         Section 5. Waiver of Notice. A shareholder may waive notice of a
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at, or after the meeting, and whether given
in writing, orally, or by attendance. Attendance by a shareholder at a meeting
is a waiver of notice of that meeting, except where the shareholder objects at
the beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened, or objects before a vote on an item of
business because the item may not lawfully be considered at that meeting and
does not participate in the consideration of the item at that meeting.


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         Section 6. Quorum, Adjourned Meetings. The holders of a majority of the
voting power of the shares entitled to vote shall constitute a quorum for the
transaction of business at any regular or special meeting. In case a quorum
shall not be present at a meeting, those present may adjourn to such day as they
shall, by majority vote, agree upon, and a notice of such adjournment shall be
mailed to each shareholder entitled to vote at least five (5) days before such
adjourned meeting. If a quorum is present, a meeting may be adjourned from time
to time without notice other than announcement at the meeting. At adjourned
meetings at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally noticed. If a quorum is
present when a duly called or held meeting is convened, the shareholders present
may continue to transact business until adjournment, even though the withdrawal
of a number of shareholders originally present leaves less than a quorum.

         Section 7. Voting. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy, but no proxy shall be valid after eleven (11) months unless a
longer period is expressly provided for in the appointment. Each shareholder,
unless the Articles of Incorporation or statute provide otherwise, shall have
one vote for each share having voting power registered in such shareholder's
name on the books of the Corporation. Jointly owned shares may be voted by any
joint owner unless the Corporation receives written notice from any one of them
denying the authority of that person to vote those shares. Upon the demand of
any shareholder, the vote

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upon any question before the meeting shall be by ballot. All questions shall be
decided by a majority vote of the voting power of the shares present and
entitled to vote and represented at the meeting at the time of the vote except
if otherwise required by statute, the Articles of Incorporation, or these
Bylaws.

         Section 8. Record Date. The Board of Directors may fix a date, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of,
and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the Corporation after any record date so fixed. If the Board of
Directors fails to fix a record date for determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders, the record
date shall be the twentieth (20th) day preceding the date of such meeting.

         Section 9. Organization of Meetings. Unless a Chairman of the Board has
been elected, at all meetings of the shareholders the President shall act as
Chairman, and in his absence any person appointed by the President shall act as
Chairman, and the Secretary, or in his absence any person appointed by the
Chairman, shall act as Secretary.

         Section 10. Action Without a Meeting. Any action which may lawfully be
taken at a shareholders' meeting may be taken without a meeting if authorized by
a writing or writings signed by all of the holders of shares who would be
entitled to a notice of a meeting for such purpose. Such action shall be
effective on the date on which the last signature is placed on such writing or

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writings, or such earlier effective date as is set forth therein. If any action
so taken requires a certificate to be filed in the office of the Secretary of
State, the officer signing the same shall state therein that the action was
effected in the manner aforesaid.

         Section 11. Conference Communications. Any or all shareholders may
participate in and be present at any meeting of the shareholders by any means of
communication through which the shareholders may simultaneously hear each other
during such meeting. For the purposes of establishing a quorum and taking any
action at the meeting, such shareholders participating pursuant to this Section
11 shall be deemed present in person at the meeting, and the place of the
meeting shall be the place of origination of the conference communication.

                                  ARTICLE III.

                               Board of Directors

         Section l. General Powers. The business and affairs of the corporation
shall be managed by or under its Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws required to be
exercised or done by the shareholders.

         Section 2. Number. Qualification and Term of Office. Until the first
meeting of shareholders, the number of directors shall be the number named in
the Articles of Incorporation or, if no such number is named therein, the number
elected by the incorporator.

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Thereafter, the number of directors shall be established by resolution of the
shareholders (subject to the authority of the Board of Directors to increase or
decrease the number of directors as permitted by law). In the absence of such
shareholder resolution, the number of directors shall be the number last fixed
by the shareholders, the Board of Directors, the incorporator or the Articles of
Incorporation. Directors need not be shareholders. Each of the directors shall
hold office until the regular meeting of shareholders next held after such
director's election or appointment and until such director's successor shall
have been elected and shall qualify, or until the earlier death, resignation,
removal, or disqualification of such director; provided, however, that no
director shall be elected to a term in excess of five years.

         Section 3. Board Meetings. Meetings of the Board of Directors may be
held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.

         Section 4. Calling Meetings; Notice. Meetings of the Board of Directors
may be called by the President by giving at least forty-eight (48) hours'
notice, or by any director by giving at least five (5) days' notice, of the
date, time and place thereof to each director by mail, telephone, telegram or in
person.

         Section 5. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
orally, in a writing signed by such director, or by attendance at the meeting. A
director, by his attendance at

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any meeting of the Board of Directors, shall be deemed to have waived notice of
such meeting, except where the director objects at the beginning of the meeting
to the transaction of business because the meeting is not lawfully called or
convened and does not participate thereafter in the meeting.

         Section 6. Quorum. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting. In the absence of a
quorum, the majority of the directors present may adjourn a meeting from time to
time until a quorum is present. If a quorum is present when a duly called or
held meeting is convened, the directors present may continue to transact
business until adjournment, even though the withdrawal of a number of directors
originally present leaves less than a proportion or number otherwise required
for a quorum.

         Section 7. Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors. If such director is not present at the meeting, consent or opposition
to a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected.

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         Section 8. Conference Communications. Any or all directors may
participate in and be present at any meeting of the Board of Directors, or of
any duly constituted committee thereof, by any means of communication through
which the directors may simultaneously hear each other during such meeting. For
the purposes of establishing a quorum and taking any action at the meeting, such
directors participating pursuant to this Section 8 shall be deemed present in
person at the meeting, and the place of the meeting shall be the place of
origination of the conference communication.

         Section 9. Vacancies; Newly Created Directorships. Vacancies in the
Board of Directors of this Corporation resulting from the death, resignation,
removal or disqualification of a director may be filled for the unexpired term
by the affirmative vote of a majority of the remaining directors of the Board,
although less than a quorum; newly created directorships resulting from an
increase in the authorized number of directors by action of the shareholders or
by action of the Board of Directors as permitted by Section 2 may be filled by a
majority of the directors serving at the time of such increase; and each
director elected or appointed pursuant to this Section 9 shall be a director
until such director's successor is elected by the shareholders at their next
regular or special meeting.

         Section 10. Removal. Any or all of the directors may be removed from
office at any time, with or without cause, by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors except, as

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otherwise provided by Minnesota Statutes Section 302A.223, as amended, when the
shareholders have the right to cumulate their votes. A director named by the
Board of Directors to fill a vacancy may be removed from office at any time,
with or without cause, by the affirmative vote of a majority of the remaining
directors if the director was named by the Board to fill the vacancy and the
shareholders have not elected directors in the interim between the time of the
appointment to fill such vacancy and the time of the removal. In the event that
the entire Board or any one or more directors be so removed, new directors may
be elected at the same meeting.

         Section 11. Committees. A resolution approved by the affirmative vote
of a majority of the Board of Directors may establish committees having the
authority of the Board in the management of the business of the Corporation to
the extent provided in the resolution. A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present. Committees may include a special litigation committee
consisting of one or more independent directors or other independent persons to
consider legal rights or remedies of the Corporation and whether those rights
and remedies should be pursued. committees other than special litigation
committees are subject to the direction and control of, and vacancies in the
membership thereof shall be filled by, the Board of Directors.

         A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a

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larger or smaller proportion or number is provided in a resolution approved by
the affirmative vote of a majority of the directors present.

         Section 12. written Action. An action required or permitted to be taken
at a meeting of the Board of Directors may be taken by written action signed by
all of the directors unless the action need not be approved by the shareholders
and the Articles of Incorporation so provide, in which case the action may be
taken by written action signed by the number of directors that would be required
to take the same action at a meeting of the Board of Directors at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less than
all directors, all directors shall be notified immediately of its text and
effective date. Failure to provide the notice does not invalidate the written
action. A director who does not sign or consent to the written action has no
liability for the action or actions taken thereby.

         Section 13. Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Secretary of the Corporation. Such
resignation shall take effect at the date of the receipt of such notice, or at
any later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         Section 14. Compensation of Directors. By resolution of the Board of
Directors, each director may be paid his expenses, if any,

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of attendance at each meeting of the Board of Directors, and may be paid a
stated amount as director or a fixed sum for attendance at each meeting of tile
Board of Directors, or both. No such payment shall preclude a director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed, pursuant to
resolution by the Board of Directors, like compensation for attending committee
meetings.

                                   ARTICLE IV.

                                    officers

         Section 1. Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall include a President and a Treasurer. The Board
of Directors may also choose a Secretary, one or more Vice Presidents, and one
or more Assistant Secretaries and Assistant Treasurers. Any number of offices
may be held by the same person. If a document must be signed by persons holding
different offices or functions and a person holds or exercises more than one of
these offices or functions, that person way sign the document in more than one
capacity, but only if the document indicates each capacity in which the person
signs.

         Section 2. Election. Term of Office and Qualifications. The Board of
Directors shall elect or appoint, by resolution approved by the affirmative vote
of a majority of the directors present, from within or without their number, the
President, Secretary and Treasurer and such other officers as may be deemed
advisable, each of whom shall have the powers, rights, duties, responsibilities,

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and terms in office provided for in these Bylaws or a resolution of the Board of
Directors not inconsistent therewith. The President and all other officers who
may be directors shall continue to hold office until the election and
qualification of their successors, notwithstanding an earlier termination of
their directorship.

         Section 3. Removal and Vacancies. Any officer may be removed from his
office by the Board of Directors at any time, with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the Corporation
by reason of death, resignation, removal, disqualification, or otherwise, such
vacancy shall be filled for the unexpired term by the Board of Directors.

         section 4. Chairman of the Board. The chairman of the Board, if one is
elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.

         Section 5. President. The President shall be the chief executive
officer of the Corporation and shall have general active management of the
business of the corporation. In the absence of the chairman of the Board, or if
no chairman of the Board is elected, the President shall preside at all meetings
of the shareholders and directors. He shall see that all orders and resolutions
of the Board of Directors are carried into effect. He shall execute and deliver,
in the name of the Corporation, any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the Corporation unless the authority
to execute and deliver is required by law to be exercised by another person or

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is expressly delegated by the Articles or Bylaws or by the Board of Directors to
some other officer or agent of the Corporation. He shall maintain records of
and, whenever necessary, certify all proceedings of the Board of Directors and
the shareholders, and shall perform all duties usually incident to the office of
the President. He shall have such other duties as may, from time to time, be
prescribed by the Board of Directors.

         Section 6. Vice President. Each Vice President, if one or more are
elected, shall have such powers and shall perform such duties as may be
specified in the Bylaws or prescribed by the Board of Directors or by the
President. In the event of the absence or disability of the President, Vice
Presidents shall succeed to his power and duties in the order designated by the
Board of Directors.

         Section 7. Secretary. The Secretary, if one is elected, shall be
secretary of and shall attend all meetings of the shareholders and Board of
Directors and shall record all proceedings of such meetings in the minute book
of the Corporation. He shall give proper notice of meetings of shareholders and
directors. He shall perform such other duties as may be prescribed from time to
time by the Board of Directors or by the President.

         Section 8. Assistant Secretary. The Assistant Secretary, if any, or if
there be more than one (1), the Assistant Secretaries in the order determined by
the Board of Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

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         Section 9. Treasurer. The Treasurer shall be the chief financial
officer of the Corporation and shall keep accurate financial records for the
Corporation. He shall deposit all moneys, drafts and checks in the name of, and
to the credit of, the Corporation in such banks and depositaries as the Board of
Directors shall designate from time to time. He shall have power to endorse for
deposit all notes, checks and drafts received by the Corporation and make proper
vouchers therefor. He shall disburse the funds of the Corporation, as ordered by
the Board of Directors, making proper vouchers therefor. He shall render to the
President and the directors, whenever requested, an account of all his
transactions as Treasurer and of the financial condition of the Corporation, and
shall perform such other duties as may be prescribed from time to time by the
Board of Directors or by the President.

         Section 10. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one (1), the Assistant Treasurers in the order determined by
the Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such powers as the Board of Directors may from time
to time prescribe.

         Section 11. Compensation. The officers of the Corporation shall receive
such compensation for their services as may be determined, from time to time, by
resolution of the Board of Directors.

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                                   ARTICLE V.

                             Certificates of Stock

         Section 1. Certificates of Stock. All shares of the Corporation shall
be certificated shares. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by or in the name of the Corporation by
the President or a Vice President, and the Secretary or an Assistant Secretary,
of the Corporation, certifying the number of shares owned by him in the
Corporation. The certificates of stock shall be numbered in the order of their
issue.

         Section 2. Issuance of Shares. The Board of Directors is authorized to
cause to be issued shares of the Corporation up to the full amount authorized by
the Articles of Incorporation in such amounts as may be determined by the Board
of Directors and as may be permitted by law. No shares shall be issued except in
consideration of cash or other property, tangible or intangible, received or to
be received by the corporation under a written agreement, or services rendered
or to be rendered to the Corporation under a written agreement, as authorized by
resolution(s) approved by the affirmative vote of a majority of the directors
present, or approved by the affirmative vote of the holders of a majority of the
voting power of the shares present, valuing all non-monetary consideration and
establishing a price in money or other consideration, or a minimum price, or a
general formula or method by which the price will be determined.

         Section 3. Facsimile Signatures. Where a certificate is signed (l) by a
transfer agent or an assistant transfer agent, or

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(2) by a transfer clerk acting on behalf of the Corporation and a registrar, the
signature of any such President, vice President, Secretary or Assistant
Secretary may be facsimile. in case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on any such certificate
or certificates, shall cease to be such officer or officers of the corporation
before such certificate or certificates have been I delivered by the
Corporation, such certificate or certificates may nevertheless be used by the
Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.

         Section 4. Lost or Destroyed Certificates. Except as otherwise
provided by Minnesota Statutes, section 302A.419, any shareholder claiming a
certificate for shares to be lost, stolen or destroyed shall make an affidavit
of that fact in such form as the Board of Directors shall require and shall, if
the Board of Directors so requires, give the Corporation a bond of indemnity in
form, in an amount, and with one or more sureties satisfactory to the Board of
Directors, to indemnify the Corporation against any claim which may be made
against it on account of the reissue of such certificate, whereupon a new
certificate may be issued in the same tenor and for the same number of shares as
the one alleged to have been lost, stolen or destroyed.

         Section 5. Transfers of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a

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certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         Section 6. Registered shareholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Minnesota.

                                   ARTICLE VI.

                       Indemnification of Certain Persons

         Section l. The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by Minnesota statutes Section 302A.521, as now enacted or
hereafter amended, or any successor or supplementary law or statute.

                                  ARTICLE VII.

                                Books and Records

         Section 1. Share Register. The Board of Directors of the Corporation
shall cause to be kept at its principal executive

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office, or, at another place or places within the United states determined by
the Board:

         (1) a share register not more than one year old, containing the names
         and addresses of the shareholders and the number and classes of shares
         held by each shareholder; and

         (2) a record of the dates on which certificates or transaction
         statements representing shares were issued.

         Section 2. other Books and Records. The Board of Directors shall cause
to be kept at its principal executive office, or, if its principal executive
office is not in Minnesota, shall make available at its registered office within
ten days after receipt by an officer of the Corporation of a written demand for
them made by a shareholder or other person authorized by Minnesota Statutes
Section 302A.461, originals or copies of:

         (1) records of all proceedings of shareholders for the last three
         years;

         (2) records of all proceedings of the Board for the last three years;

         (3) its Articles and all amendments currently in effect;

         (4) its Bylaws and all amendments currently in effect;

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         (5) financial statements required by Minnesota Statutes, Section
         3O2A.463, and the financial statement for the most recent interim
         period prepared in the course of the operation of the Corporation for
         distribution to the shareholders or to a governmental agency as a
         matter of public record;

         (6) reports made to shareholders generally within the last three years;

         (7) a statement of the names and usual business addresses of its
         directors and principal officers; and

         (8) any shareholder voting trust or control agreements of which the
         Corporation is aware.

                                  ARTICLE VIII.

                          Loans, Guarantees, Suretyship

         Section 1. The Corporation may lend money to, guarantee an obligation
of, become a surety for, or otherwise financially assist a person if the
transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present and:

         (1) is in the usual and regular course of business of the Corporation;

         (2) is with, or for the benefit of, a related corporation, an
         organization in which the Corporation has a financial interest, an
         organization with which the Corporation has a

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         business relationship, or an organization to which the Corporation has
         the power to make donations;

         (3) is with, or for the benefit of, an officer or other employee of the
         Corporation or a subsidiary, including an officer or employee who is a
         director of the corporation or a subsidiary, and may reasonably be
         expected, in the judgment of the Board, to benefit the Corporation; or

         (4) has been approved by either (a) the affirmative vote of the holders
         of two-thirds voting power of the shares entitled to vote which are
         owned by persons other than the interested person or persons, or (b)
         the unanimous affirmative vote of the holders of all outstanding
         shares, whether or not entitled to vote.

The loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured or may be secured in any manner,
including, without limitation, a pledge of or other security interest in shares
of the Corporation. Nothing in this Section shall be deemed to deny, limit, or
restrict the powers of guaranty or warranty of the Corporation at common law or
under a statute of the State of Minnesota.

                                   ARTICLE IX.

                               General Provisions

         Section 1. Dividends. Subject to provisions of applicable law and the
Articles of Incorporation, dividends upon the capital

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stock of the Corporation may be declared by the Board of Directors at any
regular or special meeting, and may be paid in cash, in property, or in shares
of the capital stock.

         Section 2. Record Date. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date not exceeding one hundred
twenty (120) days preceding the date fixed for the payment of any dividend as
the record date for the determination of the shareholders entitled to receive
payment of the dividend and, in such case, only shareholders of record on the
date so fixed shall be entitled to receive payment of such dividend
notwithstanding any transfer of shares on the books of the Corporation after the
record date.

         Section 3. Annual statement. The Board of Directors shall present at
any regular or special meeting of the shareholders when called for by vote of
the shareholders, a full and clear statement of the business and condition of
the Corporation.

         Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 5. Fiscal Year. The fiscal year of the Corporation shall be
fixed or changed by resolution of the Board of Directors.

         Section 6. Seal. The Corporation shall have no corporate seal.

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                                   ARTICLE X.

                                   Amendments

         Section 1. Subject to the right of the shareholders of the Corporation
to adopt or amend these Bylaws as provided by Minnesota Statutes, Section
302A.181, these Bylaws may be amended or altered by a vote of the majority of
the whole Board of Directors at any meeting provided that notice of such
proposed amendment shall have been given in the notice given to the directors of
such meeting. However, the Board of Directors shall not make or alter any Bylaws
fixing a quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies in the Board of Directors, or fixing the
number of directors or their classifications, qualifications, or terms of
office, except that the Board of Directors may adopt or amend any Bylaw to
increase their number.

                                   ARTICLE XI.

                        Securities of Other Corporations

         Section 1. Voting Securities Held by the Corporation. Unless otherwise
ordered by the Board of Directors, the President shall have full power and
authority on behalf of the corporation to purchase, sell, transfer or encumber
any and all securities of any other corporation owned by the Corporation, and
may execute and deliver such documents as may be necessary to effectuate such
purchase, sale, transfer or encumbrance. The Board of Directors may, from time
to time, confer like powers upon any other person or persons.

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