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                                                                     EXHIBIT 4.2


                           AMENDED AND RESTATED BYLAWS
                                       OF
                                 STELLENT, INC.

                                    ARTICLE 1

                                     OFFICES

                  1.1 REGISTERED OFFICE. The registered office of the
Corporation shall be located within the State of Minnesota as set forth in the
Articles of Incorporation. The Board of Directors shall have authority to change
the registered office of the Corporation and a statement evidencing any such
change shall be filed with the Secretary of State of Minnesota as required by
law.

                  1.2 OFFICES. The Corporation may have other offices, including
its principal business office, either within or without the State of Minnesota.


                                    ARTICLE 2

                                 CORPORATE SEAL

                  2.1 CORPORATE SEAL. The Board of Directors shall determine
whether or not the Corporation will adopt a corporate seal. If a corporate seal
is adopted, inscribed on the corporate seal shall be the name of the Corporation
and the words "Corporate Seal," and when so directed by the Board of Directors,
a duplicate of the seal may be kept and used by the Secretary of the
Corporation.


                                    ARTICLE 3

                                  SHAREHOLDERS

                  3.1 REGULAR MEETINGS. Regular meetings of the shareholders
shall be held at the Corporation's registered office or at such other place
within or without the State of Minnesota as is designated by the Board of
Directors. Regular meetings may be held annually or on a less frequent periodic
basis, as established by a resolution of the Board of Directors, or may be held
on call by the Board of Directors from time to time as and when the Board
determines. At each regular meeting, the shareholders shall elect qualified
successors for directors who serve for an indefinite term or whose terms have
expired or are due to expire within six (6) months after the date of the
meeting, and may transact such other business which properly comes before them.
Notwithstanding the foregoing, if a regular meeting of the shareholders has not
been held for a period of fifteen (15) months, a shareholder or group of
shareholders holding three percent (3%) or more of the issued and outstanding
voting shares of the Corporation may demand that a regular meeting of the
shareholders be held by giving written notice to the President or Treasurer
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of the Corporation. Within thirty (30) days after receipt of the notice, the
Board shall cause a regular meeting of the shareholders to be called and held
within ninety (90) days after receipt of the notice. Any regular meeting held
pursuant to such a demand by a shareholder or shareholders shall be held within
the county where the principal executive office of the Corporation is located.

                  3.2 SPECIAL MEETING. Special meetings of the shareholders may
be called by the President, by a Vice-President in the absence of the President,
by the Treasurer, or by the Board of Directors or any two or more members
thereof. Special meetings may also be called by one or more shareholders holding
ten percent (10%) or more of the issued and outstanding voting shares of the
Corporation by delivering to the President or Treasurer a written demand for a
special meeting, which demand shall state the purposes of such meeting. Within
thirty (30) days after receipt of the written demand, the Board of Directors
shall call a special meeting of the shareholders to be held within ninety (90)
days after receipt of the written demand. Any special meeting held pursuant to
such written demand shall be held within the county where the principal
executive office of the Corporation is located.

                  3.3 QUORUM. Business may be transacted at any duly held
meeting of the shareholders at which a quorum is present. The holders of fifty
percent (50%) of the voting power of the shares entitled to vote at a meeting
shall constitute a quorum. The shareholders present at the meeting may continue
to transact business until adjournment, even though a number of shareholders
withdraw leaving less than a quorum. If a quorum is not present at any meeting,
those shareholders present have the power to adjourn the meeting from time to
time until the requisite number of voting shares are present. The date, time and
place of the reconvened meeting shall be announced at the time of adjournment
and notice of the reconvened meeting shall be given to all shareholders who were
not present at the time of adjournment. Any business which might have been
transacted at the meeting which was adjourned may be transacted at the
reconvened meeting.

                  3.4 VOTING. At each shareholders' meeting, every shareholder
having the right to vote is entitled to vote in person or by proxy. Shareholders
have one (1) vote for each share having voting power standing in their name on
the books of the Corporation, unless otherwise provided in the Articles of
Incorporation, or these Bylaws, or in the terms of the shares. All elections and
questions shall be decided by a majority vote of the number of shares entitled
to vote and represented at any meeting at which there is a quorum, except as
otherwise required by statute, the Articles of Incorporation, these Bylaws, or
by agreement among the shareholders.

                  3.5 NOTICE OF MEETING. Notice of regular or special meetings
of the shareholders shall be given by an officer or agent of the Corporation to
each shareholder shown on the books of the Corporation to be the holder of
record of shares entitled to vote at the meeting. If the notice is to be mailed,
then the notice must be mailed to each shareholder at the shareholder's address
as shown on the books of the Corporation at least ten (10) calendar days prior
to the meeting. If the notice is not mailed, then the notice must be given at
least forty-eight (48) hours prior to the meeting. The notice must contain the
date, time and place of the meeting, and in the case of a special meeting, must
also contain a statement of the purpose of the meeting. In no event shall notice
be given more than sixty (60) days prior to the meeting. If a plan of merger,


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exchange, sale or other disposition of all or substantially all of the assets of
the Corporation is to be considered at a meeting of shareholders, notice of such
meeting shall be given to every shareholder, whether or not entitled to vote,
not less than fourteen (14) days prior to the date of such meeting. A
shareholder may orally or in writing waive notice of the meeting. Attendance by
a shareholder at a meeting of the Board of Directors also constitutes a waiver
of notice of such meeting, unless the shareholder objects at the beginning of
the meeting to the transaction of business because the meeting allegedly is not
lawfully called or convened and such shareholder does not participate thereafter
in the meeting.

                  3.6 PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxies must be filed with an officer 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.

                  3.7 CLOSING TRANSFER BOOKS. The Board of Directors may close
the stock transfer books for a period of time which does not exceed sixty (60)
days preceding any of the following: the date of any meeting of shareholders;
the payment of dividends; the allotment of rights; or the change, conversion, or
exchange of shares.

                  3.8 MEETING BY ELECTRONIC COMMUNICATIONS. A conference among
shareholders by any means of communication through which the shareholders may
simultaneously hear each other during the conference constitutes a meeting of
the shareholders if the number of shares held by the shareholders participating
in the conference would be sufficient to constitute a quorum at a meting, and if
the same notice is given of the conference as would be required for a
shareholders meeting under these Bylaws. In any shareholders meeting, a
shareholder may participate by any means of communication through which the
shareholder, other shareholders so participating, and all shareholders
physically present at the meeting may simultaneously hear each other during the
meeting.

                  3.9 RECORD DATE. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date, not exceeding sixty (60) days
preceding the date of any of the events described in Section 3.7, as a record
date for the determination of which shareholders are entitled (I) to notice of
and to vote at any meeting and any meeting subsequent to adjournment, (ii) to
receive any dividend or allotment of rights, or (iii) to exercise the rights in
respect to any change, conversion, or exchange of shares. If a record date is
fixed by the Board of Directors, only those shareholders of record on the record
date shall be entitled to receive notice of and to vote at the meeting and any
meeting subsequent to adjournment or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after the record date so fixed. If the share transfer books are not closed and
no record date is fixed for determination of the shareholders of record, then
the date on which notice of the meeting is mailed or the date of adoption of a
resolution of the Board of Directors declaring a dividend, allotment of rights,
change, conversion or exchange of shares, as the case may be, shall be the
record date for such determination.


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                  3.10 PRESIDING OFFICER. The President of the Corporation shall
preside over all meetings of the shareholders. In the absence of the President,
the shareholders may choose any person present to act as presiding officer.

                  3.11 WRITTEN ACTION BY SHAREHOLDERS. Any action which may be
taken at a meeting of the shareholders may be taken without a meeting and notice
if a consent in writing, setting forth the action so taken, is signed by all of
the shareholders entitled to notice of a meeting for such purpose.

                  3.12 ADVANCE NOTICE OF SHAREHOLDER PROPOSALS. As provided in
Section 3.1, the business conducted at any special meeting of shareholders of
the Corporation shall be limited to the purposes stated in the notice of the
special meeting. Notwithstanding anything to the contrary stated in Section 3.5,
at any regular meeting of shareholders of the Corporation, only such business
(other than the nomination and election of directors, which shall be subject to
Section 4.15) may be conducted as shall be appropriate for consideration at the
meeting of shareholders and as shall have been brought before the meeting (i) by
or at the direction of the Board, or (ii) by any shareholder of the Corporation
entitled to vote at the meeting who complies with the notice procedures
hereinafter set forth in this Section.

                  (a)      Timing of Notice. For such business to be properly
                           brought before any regular meeting by a shareholder,
                           the shareholder must have given timely notice thereof
                           in writing to the Secretary of the Corporation. To be
                           timely, a shareholder's notice of any such business
                           to be conducted at an annual meeting must be
                           delivered to the Secretary of the Corporation, or
                           mailed and received at the principal executive office
                           of the Corporation, not less than 90 days before the
                           first anniversary of the date of the preceding year's
                           annual meeting of shareholders. If, however, the date
                           of the annual meeting of shareholders is more than 30
                           days before or after such anniversary date, notice by
                           a shareholder shall be timely only if so delivered or
                           so mailed and received not less than 90 days before
                           such annual meeting or, if later, within 10 days
                           after the first public announcement of the date of
                           such annual meeting. To be timely, a shareholder's
                           notice of any such business to be conducted at a
                           regular meeting other than an annual meeting must be
                           delivered to the Secretary of the Corporation, or
                           mailed and received at the principal executive office
                           of the Corporation, not less than 90 days before such
                           regular meeting or, if later, within 10 days after
                           the first public announcement of the date of such
                           regular meeting. Except to the extent otherwise
                           required by law, the adjournment of a regular meeting
                           of shareholders shall not commence a new time period
                           for the giving of a shareholder's notice as described
                           above.

                  (b)      Content of Notice. A shareholder's notice to the
                           Corporation shall set forth as to each matter the
                           shareholder proposes to bring before the regular
                           meeting (i) a brief description of the business
                           desired to be brought before the meeting and the
                           reasons for conducting such business at the meeting,
                           (ii) the name and address, as they appear on the
                           Corporation's books, of the shareholder proposing
                           such business, (iii) the class or series (if any) and
                           number of shares of the Corporation that are
                           beneficially owned by the shareholder, (iv) any
                           material interest of the


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                           shareholder in such business, and (v) a
                           representation that the shareholder is a holder of
                           record of shares entitled to vote at the meeting and
                           intends to appear in person or by proxy at the
                           meeting to make the proposal.

                  (c)      Consequences of Failure to Give Timely Notice.
                           Notwithstanding anything in these Bylaws to the
                           contrary, no business (other than the nomination and
                           election of directors) shall be conducted at any
                           regular meeting except in accordance with the
                           procedures set forth in this Section. The officer of
                           the Corporation chairing the meeting shall, if the
                           facts warrant, determine and declare to the meeting
                           that business was not properly brought before the
                           meeting in accordance with the procedures described
                           in this Section and, if such officer should so
                           determine, such officer shall so declare to the
                           meeting, and any such business not properly brought
                           before the meeting shall not be transacted. Nothing
                           in this Section shall be deemed to preclude
                           discussion by any shareholder of any business
                           properly brought before the meeting in accordance
                           with these Bylaws.

                  (d)      Public Announcement. For purposes of this Section and
                           Section 4.15, "public announcement" means disclosure
                           (i) when made in a press release reported by the Dow
                           Jones News Service, Associated Press, or comparable
                           national news service, (ii) when filed in a document
                           publicly filed by the Corporation with the Securities
                           and Exchange Commission pursuant to Section 13, 14,
                           or 15(d) of the Securities Exchange Act of 1934, as
                           amended, or (iii) when mailed as the notice of the
                           meeting pursuant to Section 3.5.

                  (e)      Compliance with Law. Notwithstanding the foregoing
                           provisions of this Section, a shareholder shall also
                           comply with all applicable requirements of Minnesota
                           law and the Securities Exchange Act of 1934, as
                           amended, and the rules and regulations thereunder
                           with respect to the matters set forth in this
                           Section.


                                    ARTICLE 4

                                    DIRECTORS

                  4.1 GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by the Board of Directors which shall initially
consist of five (5) director(s). In addition to the powers and authorities by
these Bylaws expressly conferred upon it, the Board may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law, the
Articles of Incorporation or these Bylaws directed or required to be exercised
or done by the shareholders.

                  4.2 NUMBER. The number of directors may be either increased or
decreased by resolution of the shareholders at their regular meetings or at a
special meeting called for that purpose. The number of directors may be
increased by resolution adopted by the affirmative vote of a majority of the
Board of Directors. Any newly created directorships established by the


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Board of Directors shall be filled by a majority vote of the directors serving
at the time of increase.

                  4.3 QUALIFICATIONS AND TERM OF OFFICE. Directors need not be
shareholders or residents of the State of Minnesota. The Board of Directors
shall be elected by the shareholders at their regular meeting and at any special
shareholders' meeting called for that purpose. A director shall hold office
until the annual meeting for the year in which his or her term expires and until
the director's successor is elected and qualifies, or until the earlier death,
resignation, removal, or disqualification of the director.

                  4.4 QUORUM. A majority of the Board of Directors constitutes a
quorum for the transaction of business; provided, however, that if any vacancies
exist by reason of death, resignation, or otherwise, a majority of the remaining
directors constitutes a quorum. If less than a quorum is present at any meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice.

                  4.5 ACTION OF DIRECTORS. The acts of a majority of the
directors present at a meeting at which a quorum is present are the acts of the
Board of Directors.

                  4.6 MEETINGS. Meetings of the Board of Directors may be held
from time to time at any place, within or without the State of Minnesota, that
the Board of Directors may select. If the Board of Directors fails to select a
place for a meeting, the meeting shall be held at the principal executive office
of the Corporation. The President or any director may call a meeting of the
Board of Directors by giving notice to all directors of the date, time and place
of the meeting. If the notice is to be mailed, then the notice must be mailed to
each director at least five (5) calendar days prior to the meeting. If the
notice is not to be mailed, then the notice must be given at least forty-eight
(48) hours prior to the meeting. If the date, time and place of the meeting of
the Board of Directors has been announced at a previous meeting of the Board of
Directors, no additional notice of such meeting is required, except that notice
shall be given to all directors who were not present at the previous meeting.
Notice of the meeting of the Board of Directors need not state the purpose of
the meeting. A director may orally or in writing waive notice of the meeting.
Attendance by a director at a meeting of the Board of Directors also constitutes
a waiver of notice of such meeting, unless the director objects at the beginning
of the meeting to the transaction of business because the meeting allegedly is
not lawfully called or convened and such director does not participate
thereafter in the meeting.

                  4.7 MEETING BY ELECTRONIC COMMUNICATIONS. A conference among
directors by any means of communication through which the directors may
simultaneously hear each other during the conference constitutes meeting of the
Board of Directors if the number of directors participating in the conference
would be sufficient to constitute a quorum at a meeting, and if the same notice
is given of the conference as would be required for a Board of Directors meeting
under these Bylaws. In any Board of Directors meeting, a director may
participate by any means of communication through which the director, other
directors so participating, and all directors physically present at the meeting
may simultaneously hear each other during the meeting.


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                  4.8 COMPENSATION. Directors may receive such compensation as
may be determined from time to time by resolution of the Board of Directors.

                  4.9 COMMITTEE. By the affirmative vote of a majority of the
directors, the Board of Directors may establish a committee or committees having
the authority of the Board of Directors in the management of the business of the
Corporation to the extent provided in the resolution adopted by the Board of
Directors. A committee shall consist of one or more persons, who need not be
directors, that have been appointed by affirmative vote of a majority of the
directors present. A majority of the members of the committee present at any
meeting of the committee is a quorum for the transaction of business, unless a
larger or smaller proportion or number is provided in the resolution approved by
the Board of Directors. Minutes of any meetings of committees created by the
Board of Directors shall be available upon request to members of the committee
and to any director.

                  4.10 ACTION BY ABSENT DIRECTOR. A director may give advance
written consent or opposition to a proposal to be acted upon at a Board of
Directors meeting by giving a written statement to the President, Treasurer, or
any director which sets forth the proposal to be voted on and contains a
statement of the director's voting preference with regard to the proposal. An
advance written statement does not constitute presence of the director for
purposes of determining a quorum, but the advance written statement shall be
counted in the vote on the subject proposal provided that the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal set forth in the advance written statement. The advance written
statement by a director on a proposal shall be included in the records of the
Board of Directors' action on the proposal.

                  4.11 REMOVAL OF DIRECTORS BY BOARD OF DIRECTORS. Any director
who has been elected by the Board of Directors to fill a vacancy on the Board of
Directors, or to fill a directorship created by action of the Board of
Directors, and who has not subsequently been reelected by the shareholders, may
be removed by a majority vote of all directors constituting the Board, exclusive
of the director whose removal is proposed.

                  4.12 VACANCIES. Any vacancy on the Board of Directors may be
filled by vote of the remaining directors, even though less than a quorum.

                  4.13 WRITTEN ACTION BY LESS THAN ALL OF DIRECTORS. Any action
required or permitted to be taken at a Board meeting, other than an action
requiring shareholder approval, may be taken by written action of the Board of
Directors if signed by the number of directors that would be required to take
the same action at a meeting at which all directors were present.

                  4.14 DISSENT FROM ACTION. A director of the Corporation who is
present at a meeting of the Board of Directors at which any action is taken
shall be presumed to have assented to the action taken unless 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, or unless the director votes against the action at the meeting, or
is prohibited from voting on the action.


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                  4.15 NOMINATION OF DIRECTOR CANDIDATES. Only persons who are
nominated in accordance with the procedures set forth in this Section 4.15 shall
be eligible for election as directors. Nominations of persons for election to
the Board may be made at a meeting of shareholders (i) by or at the direction of
the Board, or (ii) by any shareholder of the Corporation entitled to vote for
the election of directors at the meeting who complies with the notice procedures
hereinafter set forth in this Section.

                  (a)      Timing of Notice. Nominations by shareholders shall
                           be made pursuant to timely notice in writing to the
                           Secretary of the Corporation. To be timely, a
                           shareholder's notice of nominations to be made at an
                           annual meeting of shareholders must be delivered to
                           the Secretary of the Corporation, or mailed and
                           received at the principal executive office of the
                           Corporation, not less than 90 days before the first
                           anniversary of the date of the preceding year's
                           annual meeting of shareholders. If, however, the date
                           of the annual meeting of shareholders is more than 30
                           days before or after such anniversary date, notice by
                           a shareholder shall be timely only if so delivered or
                           so mailed and received not less than 90 days before
                           such annual meeting or, if later, within 10 days
                           after the first public announcement of the date of
                           such annual meeting. If a special meeting of
                           shareholders of the Corporation is called in
                           accordance with Section 3.2 for the purpose of
                           electing one or more directors to the Board or if a
                           regular meeting other than an annual meeting is held,
                           for a shareholder's notice of nominations to be
                           timely it must be delivered to the Secretary of the
                           Corporation, or mailed and received at the principal
                           executive office of the Corporation, not less than 90
                           days before such special meeting or such regular
                           meeting or, if later, within 10 days after the first
                           public announcement of the date of such special
                           meeting or such regular meeting. Except to the extent
                           otherwise required by law, the adjournment of a
                           regular or special meeting of shareholders shall not
                           commence a new time period for the giving of a
                           shareholder's notice as described above.

                  (b)      Content of Notice. A shareholder's notice to the
                           Corporation of nominations for a regular or special
                           meeting of shareholders shall set forth (x) as to
                           each person whom the shareholder proposes to nominate
                           for election or re-election as a director: (i) such
                           person's name, age, business address and residence
                           address and principal occupation or employment, (ii)
                           all other information relating to such person that is
                           required to be disclosed in solicitations of proxies
                           for election of directors, or that is otherwise
                           required, pursuant to Regulation 14A under the
                           Securities Exchange Act of 1934, as amended, and
                           (iii) such person's written consent to being named in
                           the proxy statement as a nominee and to serving as a
                           director if elected; and (y) as to the shareholder
                           giving the notice: (i) the name and address, as they
                           appear on the Corporation's books, of such
                           shareholder, (ii) the class or series (if any) and
                           number of shares of the Corporation that are
                           beneficially owned by such shareholder, and (iii) a
                           representation that the shareholder is a holder of
                           record of shares of the Corporation entitled to vote
                           for the election of directors and intends to appear
                           in person or by proxy at the meeting to nominate the
                           person or persons specified in the notice. At the
                           request of the Board, any person nominated by the
                           Board for election as a director shall


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                           furnish to the Secretary of the Corporation the
                           information required to be set forth in a
                           shareholder's notice of nomination that pertains to a
                           nominee.

                  (c)      Consequences of Failure to Give Timely Notice.
                           Notwithstanding anything in these Bylaws to the
                           contrary, no person shall be eligible for election as
                           a director of the Corporation unless nominated in
                           accordance with the procedures set forth in this
                           Section. The officer of the Corporation chairing the
                           meeting shall, if the facts warrant, determine and
                           declare to the meeting that a nomination was not made
                           in accordance with the procedures described in this
                           Section and, if such officer should so determine,
                           such officer shall so declare to the meeting, and the
                           defective nomination shall be disregarded.

                                    ARTICLE 5

                                    OFFICERS

                  5.1 ELECTION OF OFFICERS. The Board of Directors shall from
time to time, elect a Chief Executive Officer, who may also be designated as
President, and a Chief Financial Officer, who may also be designated as
Treasurer. The Board of Directors may elect, but shall not be required to elect,
a Secretary, one or more Vice Presidents, and a Chairman of the Board. In
addition, the Board of Directors may elect such other officers and agents as it
may deem necessary. The officers shall exercise such powers and perform such
duties as are prescribed by applicable statutes, the Articles of Incorporation,
the Bylaws, or as may be determined from time to time by the Board of Directors.
Any number of offices may be held by the same person.

                  5.2 TERM OF OFFICE. The officers shall hold office until their
successors are elected and qualify; provided, however, that any officer may be
removed with or without cause by the affirmative vote of a majority of the
directors present at a Board of Directors meeting at which a quorum is present.

                  5.3 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall:

                  (a)      Have general active management of the business of the
                           Corporation;

                  (b)      When present, preside at all meetings of the
                           shareholders;

                  (c)      When present, and if there is not a Chairman of the
                           Board, preside at all meetings of the Board of
                           Directors;

                  (d)      See that all orders and resolutions of the Board of
                           Directors are carried into effect;

                  (e)      Sign and deliver in the name of the Corporation any
                           deeds, mortgages, bonds, contracts or other
                           instruments pertaining to the business of the
                           Corporation, except in cases in which the authority
                           to sign and deliver is required by law to be
                           exercised by another person or is expressly delegated
                           by the Articles of Incorpora-


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                           tion or Bylaws or by the Board of Directors to some
                           other officer or agent of the Corporation;

                  (f)      Maintain records of and, whenever necessary, certify
                           all proceedings of the Board of Directors and the
                           shareholders; and

                  (g)      Perform all other duties prescribed by the Board of
                           Directors.

         All other officers shall be subject to the direction and authority of
the Chief Executive Officer.

                  5.4 CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall:

                  (a)      Keep accurate financial records for the Corporation;

                  (b)      Deposit all money, drafts and checks in the name of
                           and to the credit of the Corporation in the banks and
                           depositories designated by the Board of Directors;

                  (c)      Endorse for deposit all notes, checks and drafts
                           received by the Corporation as ordered by the Board
                           of Directors, making proper vouchers therefor;

                  (d)      Disburse corporate funds and issue checks and drafts
                           in the name of the Corporation, as ordered by the
                           Board of Directors;

                  (e)      Render to the Chief Executive Officer and the Board
                           of Directors, whenever requested, an account of all
                           transactions by the Chief Financial Officer and of
                           the financial condition of the Corporation; and

                  (f)      Perform all other duties prescribed by the Board of
                           Directors or by the Chief Executive Officer.

                  5.5 PRESIDENT. Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board of Directors.

                  5.6 VICE PRESIDENT. Each Vice President, if any, shall have
such powers and perform such duties as may be specified in these Bylaws or
prescribed by the Board of Directors. If the Chief Executive Officer is absent
or disabled, the Vice President shall succeed to the President's powers and
duties. If there are two or more Vice Presidents, the order of succession shall
be determined by seniority of election or as otherwise prescribed by the Board
of Directors.

                  5.7 SECRETARY. The Secretary, if any, shall attend all
meetings of the shareholders and the Board of Directors. The Secretary shall act
as clerk and shall record all the proceedings of the meetings in the minute book
of the Corporation and shall give proper notice of meetings of shareholders and
the Board of Directors. The Secretary shall keep the seal of the Corporation, if


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any, and shall affix the seal to any instrument requiring it and shall attest
the seal, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.

                  5.8 TREASURER. Unless otherwise determined by the Board of
Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation. If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the Board of Directors.

                  5.9 CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and shall perform such
other duties as may from time to time be assigned by the Board of Directors.

                  5.10 ASSISTANT OFFICERS. In the event of absence or disability
of any Vice President, Secretary or the Chief Financial Officer, the assistant
to such officer, if any, shall succeed to the powers and duties of the absent
officer until the principal officer resumes his duties or a replacement is
elected by the Board of Directors. If there are two or more assistants, the
order of succession shall be determined through seniority by the order in which
elected or as otherwise prescribed by the Board of Directors. The assistant
officers shall exercise such other powers and duties as may be delegated to them
from time to time by the Board of Directors or the principal officer under whom
they serve, but at all times shall remain subordinate to the principal officers
they are designated to assist.


                                    ARTICLE 6

                                 INDEMNIFICATION

                  The Corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the laws of the State of
Minnesota, as now in effect, or as the same may be hereafter modified.


                                    ARTICLE 7

                            SHARES AND THEIR TRANSFER

                  7.1 CERTIFICATES OF SHARES. Every owner of shares of the
Corporation shall be entitled to a certificate, to be in such form as the Board
of Directors prescribes, certifying the number of shares owned by such
shareholder. The certificates for shares shall be numbered in the order in which
they are issued and shall be signed in the name of the Corporation by the Chief
Executive Officer, the President or a Vice President and by the Secretary or
Assistant Secretary, or the Chief Financial Officer, or any other officer of the
Corporation authorized by the Board of Directors and shall have the corporate
seal, if any, affixed thereto. A record shall be kept of the name of the person
owning the shares represented by each certificate, the respective issue dates
thereof, and in the case of cancellation, the respective dates of cancellation.
Except as provided in Section 7.4 of this Article 7, every certificate
surrendered to


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<PAGE>
the Corporation for exchange or transfer shall be canceled, and no other
certificate shall be issued in exchange for any existing certificate until such
existing certificate is canceled.

                  7.2 ISSUANCE OF SHARES. The Board of Directors is authorized
to issue shares of the capital stock of the Corporation up to the number of
shares authorized by the Articles of Incorporation. Shares may be issued for any
consideration (including, without limitation, money or other tangible or
intangible property received by the Corporation or to be received by the
Corporation under a written agreement, or services rendered to the Corporation
or to be rendered to the Corporation under a written agreement) which is
authorized by a resolution approved by the affirmative vote of a majority of the
directors present, valuing all nonmonetary 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. Upon authorization by
resolution approved by the affirmative vote of a majority of the directors
present, the Corporation may, without any new or additional consideration, issue
shares of its authorized and unissued capital stock in exchange for or in
conversion of its outstanding shares, or issue its own shares pro rata to its
shareholders or the shareholders of one or more classes or series, to effectuate
share dividends or splits, including reverse share splits. No shares of a class
or series shall be issued to the holder of the shares of another class or
series, unless issuance is either expressly provided for in the Articles of
Incorporation or is approved at a meeting by the affirmative vote of the holders
of a majority of the voting power of all shares of the same class or series as
the shares to be issued.

                  7.3 TRANSFER OF SHARES. Transfer of shares on the books of the
Corporation may be authorized only by the shareholder named in the certificates
or the shareholder's representative or duly authorized attorney-in-fact and only
upon surrender for cancellation of the certificate for such shares. The
shareholder in whose name shares stand on the books of the Corporation shall be
considered the owner thereof for all purposes regarding the Corporation.

                  7.4 LOST CERTIFICATES. Any shareholder claiming a certificate
for shares has been lost or destroyed shall make an affidavit or affirmation of
that fact in such form as the Board of Directors may require and shall, if the
directors so require, give the Corporation a bond of indemnity in form and with
one or more sureties satisfactory to the Board of Directors and in an amount
determined by the Board of Directors, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss or destruction
of the certificate. A new certificate may then be issued in the same tenor for
the same number of shares as the one alleged to have been lost or destroyed.

                  7.5 TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates for shares to bear the signature or
signatures of any of them.

                  7.6 FACSIMILE SIGNATURE. When any certificate is manually
signed by a transfer agent, a transfer clerk, or a registrar appointed by the
Board of Directors to perform such duties, a facsimile or engraved signature of
the officers and a facsimile corporate seal, if any, may be inscribed on the
certificate in lieu of the actual signatures and seal.


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<PAGE>
                                    ARTICLE 8

                                   AMENDMENTS

                  The Board of Directors of the Corporation is expressly
authorized to make Bylaws of the Corporation and from time to time to adopt,
amend or repeal Bylaws so made to the extent and in the manner prescribed in the
Minnesota Statutes. The Board of Directors shall not adopt, amend, or repeal a
Bylaw 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, but may adopt or amend a Bylaw to increase the number of directors. The
authority in the Board of Directors is subject to the power of the voting
shareholders to adopt, change or repeal the Bylaws by a vote of shareholders
holding a majority of the shares entitled to vote and present or represented at
any regular meeting or special meeting called for that purpose.


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