AMENDED BYLAWS OF

                          QUEEN CITY MOBILE HOMES, INC.


                                   ARTICLE I.

                                     OFFICES

                  The principal offices of the corporation in the State of South
Dakota shall be located in the city designated in the articles of incorporation.
The corporation may have such other offices, either within or without the State
of South Dakota, as the board of directors may designate or as the business of
the corporation may require from time to time.

                  The registered office of the corporation required by the South
Dakota Business Corporation Act to be maintained in the State of South Dakota
may be but need not be, identical with the principal office in the State of
South Dakota and the address of the registered office may be changed from time
to time by the board of directors.


                                   ARTICLE II.

                                  SHAREHOLDERS

Section 1.  Annual Meeting.

                  The annual meeting of the shareholders shall be held within
five (5) months after the close of the fiscal year of the corporation for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting.

Section 2.  Special Meetings.

                  Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the president
or by the board of directors, and shall be called by the president at the
request of the holders of not less than one-twentieth (1/20th) of all
outstanding shares of the corporation entitled to vote at the meeting.




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Section 3.  Place of Meeting.

                  The board of directors may designate any place, either within
or without the State of South Dakota as the place of meeting for any annual
meeting or for any special meeting called by the board of directors. A waiver of
notice signed by all shareholders Bylaws of Queen City Mobile Homes, Inc. - 2
entitled to vote at a meeting may designate any place, either within or without
the State of South Dakota as the place for the holding of such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation in the State of South
Dakota.

Section 4.  Notice of Meeting.

                  A. Written notice stating the place, day and hour of the
meeting and, in case of a special meeting the purpose or purposes for which the
meeting is called, shall, unless otherwise prescribed by statute, be delivered
not less than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally, by fax or by mail. If mailed, the notice shall be
deemed delivered upon deposit in the United State mail properly addressed and
postage prepaid.

                  B. Any notice required to be given to any shareholder may be
waived in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein.

Section 5.  Closing of Transfer Books or Fixing of Record Date.

                  The board of directors, in order to determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, may
provide that the stock transfer books shall be closed for a stated period of not
less than ten (10) days nor more than fifty (50) days preceding the meeting or
may fix in advance a date as the record date for any determination of
shareholder which date is not more than fifty (50) days nor less than ten (10)
days prior to the date on which the particular action is to be taken.

                  If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
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Section 6.  Voting Lists.

                  The officer or agent having charge of the stock transfer books
for shares of the corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof
arranged in Bylaws of Queen City Mobile Homes, Inc. - 3 alphabetical order, with
the address of and the number of shares held by each. Such list shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting for
the purpose thereof.

Section 7.  Quorum.

                  Ten percent (10%) of the outstanding shares of the corporation
entitled to vote represented in person or by proxy, shall constitute a quorum at
a meeting of shareholders. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders. If less than ten percent
(10%) of the outstanding shares so represented are present, the chairman shall
adjourn the meeting. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

Section 8.  Proxies.

                  At all meetings of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.




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Section 9.  Voting of Shares.

                  Subject to the provisions of Section 12 of this Article II,
each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of the shareholders.

Section 10.  Voting of Shares by Certain Holders.

                  Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of directors of
such corporation may determine.

                  Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing Bylaws of Queen City
Mobile Homes, Inc. - 4 in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.

                  Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

                  A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

                  Neither shares of its own stock held by the corporation, nor
those held by another corporation if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in determining the total
number of out- standing shares at any given time for purposes of any meeting.

Section 11.  Informal Action by Shareholders.

                  Any action required to be taken at a meeting of the
shareholders, or any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
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Section 12.  Cumulative Voting.

                  At each election of directors every shareholder entitled to
vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote, or to cumulate his votes
by giving one candidate as many votes as the number of his shares shall equal,
or by distributing such votes on the same principle among any number of
candidates.


                                  ARTICLE III.

                               BOARD OF DIRECTORS

Section 1.  General Powers.

                  The business affairs of the corporation shall be managed by
its board of directors.

Section 2.  Number, Tenure and Qualifications.

                  The board of directors of the corporation shall consist of one
or more members fixed by or in the manner provided in the articles of
incorporation. The number of directors may be increased or decreased by
amendment to these bylaws. Each director shall hold office until the next annual
meeting of the shareholders and until his successor shall have been elected and
qualified. Directors need not be shareholders of the corporation.

Section 3.  Regular Meetings.

                  A regular meeting of the board of directors shall be held
without other notice than this bylaw immediately after, and at the same place as
the annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place either within or without the State of South
Dakota for the holding of additional regular meetings without other notice than
such resolution.

Section 4.  Special Meetings.

                  Special meetings of the board of directors may be called by or
at the request of the president or any two directors. The person or persons
authorized to call special meetings of the board of directors may fix any place,
either within or without the state as the place for holding any special meeting
of the board of directors as called by them.
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Section 5.  Notice.

                  Notice of any special meeting shall be given at least one day
previously thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram or FAX transmittals. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, so addressed with postage prepaid thereon. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.

Section 6.  Quorum.

                  A majority of the number of directors fixed by Section 2. of
this Article III. shall constitute a quorum for the transaction of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without notice, until a quorum shall be present.

Section 7.  Manner of Acting.

                  The act of the majority of the directors present at a meeting
shall be the act of the board of directors.

Section 8.  Action Without a Meeting.

                  Any action that may be taken by the board of directors at a
meeting may be taken without a meeting if a consent in writing setting forth the
action so to be taken shall be signed before such action by all of the
directors.

Section 9.  Vacancies.

                  Any vacancy occurring in the board of directors may be filled
by the affirmative vote of a majority of the remaining directors though less
than a quorum of the board of directors. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by election by the board of directors for a term of office
continuing only until the next election of directors by the shareholders.
<PAGE>

Section 10.  Compensation.

                  By resolution of the board of directors, each director may be
paid his expenses, if any, of attendance at each meeting of the board of
directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the board of directors or both. No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

Section 11.  Presumption of Assent.

                  A director of the corporation who is present at a meeting of
the board of directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.


                                   ARTICLE IV.

                                    OFFICERS

Section 1.  Number.

                  The officers of the corporation shall be a president, a vice
president, a secretary and a treasurer, each of whom shall be elected by the
board of directors. Such other officers, assistant officers and agents shall be
elected by the board of directors when deemed necessary.




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Section 2.  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 conveniently may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall have been removed in
the manner hereinafter provided.

Section 3.  Removal.

                  Any officer or agent may be removed by the board of directors
whenever, in its judgment, the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.

Section 4.  Vacancies.

                  A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the board of directors
for the unexpired portion of the term.

Section 5.  Salaries.

                  The salaries of the officers shall be fixed from time to time
by the board of directors and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of the corporation.

                                   ARTICLE V.

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.  Contracts.

                  The board of directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.




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Section 2.  Loans.

                  No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued on its name unless authorized by
a resolution of the board of directors. Such authority may be general or
confined to specific instances.

Section 3.  Loans to Directors and Employees.

                  The corporation may not loan money to or use its credit to
assist a director without authorization in the particular case by its
shareholders, but may so assist an employee, including a director, by the
authority of the board of directors.

Section 4.  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 resolution of the
board of directors.

Section 5.  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 depositories as the board of directors may select.


                                   ARTICLE VI.

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1.  Certificates for Shares.

                  Certificates representing shares of the corporation shall be
in such form as shall be determined by the board of directors. Such certificates
shall be signed by the president

<PAGE>




and by the secretary and sealed with the corporate seal or a facsimile thereof.
The signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or one of its employees. 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 that in the case of a lost, destroyed or mutilated certificate
a new one may be issued therefor upon such terms and indemnity to the
corporation as the board of directors may prescribe.

Section 2.  Transfer of Shares.

                  Transfer of shares of the corporation shall be made only on
the stock transfer books of the corporation by the holder of record thereof or
by his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.

Section 3.  Transfer Restrictions.

                  The articles of incorporation or the shareholders of the
corporation, by unanimous vote, may impose restrictions on the transfer of the
stock of the corporation.


                                  ARTICLE VII.

                                   FISCAL YEAR

                  The fiscal year of the corporation shall be fixed by the board
of directors, subject to applicable state and federal law.


                                  ARTICLE VIII.

                                    DIVIDENDS

                  The board of directors may declare dividends from time to
time, and the corporation may pay dividends on its outstanding shares in the
manner, and upon the terms and conditions provided by law and its articles of
incorporation.





<PAGE>



                                   ARTICLE IX.

                                 CORPORATE SEAL

                  The board of directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, "Corporate Seal".


                                   ARTICLE X.

                                WAIVER OF NOTICE

                  Whenever any notice is required to be given to any shareholder
or director of the corporation under the provisions of these bylaws or under the
provisions of the articles of incorporation or under the provisions of the South
Dakota Business Corporation Act, a waiver thereof, in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.


                                   ARTICLE XI.

                                   AMENDMENTS

                  These bylaws may be altered, amended or repealed and new
bylaws may be adopted by the affirmative vote of a majority of the shares issued
and outstanding and entitled to vote at any regular or special meeting of the
shareholders.


                                  ARTICLE XII.

                               EXECUTIVE COMMITTEE

Section 1.  Appointment.

                  The board of  directors  by  resolution  adopted by a majority
of the full board,  may  designate two or more of its members to constitute an
executive committee. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the board of directors, nor
any member thereof, of any responsibility imposed by law.



<PAGE>

Section 2.  Authority.

                  The executive committee, when the board of directors is not in
session, shall have and may exercise all of the authority of the board of
directors except to the extent, if any, that such authority shall be limited by
the resolution appointing the executive committee and except also that the
executive committee shall not have the authority of the board of directors in
reference to amending the articles of incorporation, adopting a plan of merger
or consolidation, recommending to the shareholders the sale, lease, or other
disposition of all or substantially all of the property and assets of the
corporation otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the corporation or a
revocation thereof, or amending the bylaws of the corporation.

Section 3.  Tenure and Qualification.

                  Each member of the executive committee shall hold office until
the next regular annual meeting of the board of directors following his
designation and until his successor is designated as a member of the executive
committee and is elected and qualified.

Section 4.  Meetings.

                  Regular meetings of the executive committee may be held
without notice at such times and places as the executive committee may fix from
time to time by resolution. Special meetings of the executive committee may be
called by any member thereof upon not less than one day's notice.

Section 5.  Quorum.

                  A majority of the members of the executive committee shall
constitute a quorum for the transaction of business at any meeting thereof and
action of the executive committee must be authorized by the affirmative vote of
a majority of the members present at a meeting at which a quorum is present.

Section 6.  Action Without a Meeting.

                  Any action that may be taken by the executive committee at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, shall be signed before such actions by all of the
members of the executive committee.



<PAGE>

Section 7.  Vacancies.

                  Any vacancy in the executive committee may be filled by a
resolution adopted by a majority of the full board of directors.

Section 8.  Resignation and Removal.

                  Any member of the executive committee may be removed at any
time with or without cause by resolution adopted by a majority of the full board
of directors. Any member of the executive committee may resign from the
executive committee at any time by giving written notice to the president or
secretary of the corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 9.  Procedure.

                  The executive committee shall elect a presiding officer from
its members and may fix its own rules of procedure which shall not be
inconsistent with these bylaws. It shall keep regular minutes of its proceedings
and report the same to the board of directors for its information at the meeting
thereof held next after the proceedings shall have been taken.


                                  ARTICLE XIII.

                           INDEMNITY AND REIMBURSEMENT
                      OF OFFICERS, DIRECTORS AND EMPLOYEES

Section 1.  Reimbursement.

                  Any payments made to an officer or employee of the
corporation, such as a salary, commission, bonus, interest, rent or
entertainment expense incurred by him, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer to the corporation to the full extent of such
disallowance. It shall be the duty of the directors, as a board, to enforce pay-
ment by the officer or employee, subject to the determination of the directors,
proportionate amounts may be withheld from his future compensation payments
until the amount so owed to the corporation has been recovered. This bylaw shall
be binding upon all officers and employees of the company.




<PAGE>


Section 2.  Indemnification of Officers, Directors, Committee Persons and
            Employees.

                  The corporation shall indemnify and hold harmless each
officer, director, committee person or employee of the corporation against and
from all loss, cost, and reasonable expenses hereafter incurred by him in the
payment, settlement and defense of any claim, suit or proceeding brought against
such person because such person is or has been such officer, director, committee
person or employee, or because of any action alleged to have been taken or
omitted by him as an officer, director, committee person or employee. The rights
of indemnification and exoneration occurring under this section shall apply
whether or not such person continues to be officer, director, committee person
or employee at the time any loss, cost or expense is suffered or incurred. Such
rights shall not apply in relation to any matters as to which (1) such officer,
director, committee person or employee shall be adjudged in willful misconduct
or for his own negligence, or (2) the directors of the corporation determine by
a majority vote that such an officer, director, committee person or employee has
suffered or incurred such loss, cost or expense as a result of his willful
misconduct or negligence. Such rights of indemnification which may be provided
for by the articles of incorporation, by agreement, by the vote of the
shareholders or otherwise, nor shall the right of indemnification be exclusive
of any other rights to which such officer, director, committee person or
employee may be entitled.


                                  ARTICLE XIV.

                              WARRANTS AND OPTIONS

                  The corporation, by resolution or resolutions of its board of
directors, shall have power to create and issue, whether or not in connection
with the issue and sale of any shares or any other securities of the
corporation, warrants, rights or options entitling the holders thereof to
purchase from the corporation any shares of any class or classes or any other
securities of the corporation, such warrants, rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the board of
directors. The terms upon which, the time or times, which may be limited or
unlimited in duration, at or within which, and the price or prices (not less
than the minimum amount prescribed by law, if any) at which any such warrants,
rights, or options may be issued and any such shares or other securities may be
purchased from the corporation upon the exercise of any such warranty, right or
option shall be such as shall be fixed and stated in the resolution or
resolutions of the board of directors providing for the creation and issue of
such warrants, rights or options. The board of directors is hereby authorized to
create

<PAGE>





and issue any such warrants, rights or options from time to time for such
consideration, and to such persons, firms, or corporations, as the board of
directors may determine.

                  KNOW ALL MEN BY THESE PRESENTS that we, the undersigned
directors of the corporation, do hereby certify that the foregoing bylaws were
duly adopted as the bylaws of this corporation and that the same do now
constitute the bylaws of said corporation.

                  Dated this 8th day of May, 2000.


                                            ---------------------------------
                          Harlan A. Schmidt, President

                                            ---------------------------------
                          Barbara S. Schmidt, Secretary



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