BYLAWS
                                OF
                      ZIEGLER WISCONSIN, INC.
                     (a Wisconsin corporation)
                        ARTICLE I. OFFICES
          1.01. Principal and Business Offices.  The corporation may have
such principal and other business offices, either within or without the
State of Wisconsin, as the Board of Directors may designate or as the
business of the corporation may require from time to time.
          1.02. Registered Office.  The registered office of the
corporation required by the Wisconsin Business Corporation Law to be
maintained in the State of Wisconsin may be, but need not be, identical
with the principal office in the State of Wisconsin, and the address of the
registered office may be changed from time to time by the Board of
Directors or by the registered agent.  The business office of the
registered agent of the corporation shall be identical to such registered
office.
                     ARTICLE II.  SHAREHOLDERS
          2.01. Annual Meeting.  The annual meeting of the shareholders
shall be held on the third Monday in April of each year, or at such other
time and date within thirty days before or after such date as may be fixed
by or under the authority of the Board of Directors, for the purpose of
electing directors and for the transaction of such other business as may
come before the meeting.  If the day fixed for the annual meeting shall be
a legal holiday in the State of Wisconsin, such meeting shall be held on
the next succeeding business day.
          2.02 Special Meetings.  Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by the Wisconsin
Business Corporation Law, may be called by the Board of Directors, the
President or the Secretary.  The corporation shall call a special meeting
of shareholders in the event that the holders of at least 10% of all of the
votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date and deliver to the corporation one or
more written demands for the meeting describing one or more purposes for
which it is to be held.  The corporation shall give notice of such a
special meeting within thirty days after the date that the demand is
delivered to the corporation.
          2.03 Place of Meeting.  The Board of Directors may designate
any place, either within or without the State of Wisconsin, as the place of
meeting for any annual or special meeting of shareholders.  If no
designation is made, the place of meeting shall be the principal office of
the corporation.  Any meeting may be adjourned to reconvene at any place
designated by vote of the shares represented thereat.
          2.04 Notice of Meeting.  Written notice stating the date, time
and place of any meeting of shareholders and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered
not less than ten days nor more than sixty days before the date of the
meeting (unless a different time is provided by the Wisconsin Business
Corporation Law or the articles of incorporation), either personally or by
mail, by or at the direction of the President or the Secretary, to each
shareholder of record entitled to vote at such meeting and to such other
persons as required by the Wisconsin Business Corporation Law.  If mailed,
such notice shall be deemed to be effective when deposited in the United
States mail, addressed to the shareholder at his or her address as it
appears on the stock record books of the corporation, with postage thereon
prepaid.  If an annual or special meeting of shareholders is adjourned to a
different date, time or place, the corporation shall not be required to
give notice of the new date, time or place if the new date, time or place
is announced at the meeting before adjournment; provided, however, that if
a new record date for an adjourned meeting is or must be fixed, the
corporation shall give notice of the adjourned meeting to persons who are
shareholders as of the new record date.
          2.05 Waiver of Notice.  A shareholder may waive any notice
required by the Wisconsin Business Corporation Law, the articles of
incorporation or these bylaws before or after the date and time stated in
the notice.  The waiver shall be in writing and signed by the shareholder
entitled to the notice, contain the same information that would have been
required in the notice under applicable provisions of the Wisconsin
Business Corporation Law (except that the time and place of meeting need
not be stated) and be delivered to the corporation for inclusion in the
corporate records.  A shareholder's attendance at a meeting, in person or
by proxy, waives objection to all of the following:  (a) lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of
the meeting or promptly upon arrival objects to holding the meeting or
transacting business at the meeting; and (b) consideration of a particular
matter at the meeting that is not within the purpose described in the
meeting notice, unless the shareholder objects to considering the matter
when it is presented.
          2.06 Fixing of Record Date.  The Board of Directors may fix in
advance a date as the record date for the purpose of determining
shareholders entitled to notice of and to vote at any meeting of
shareholders, shareholders entitled to demand a special meeting as
contemplated by Section 2.02 hereof, shareholders entitled to take any
other action, or shareholders for any other purpose.  Such record date
shall not be more than seventy days prior to the date of which the
particular action, requiring such determination of shareholders, is to be
taken.  If no record date is fixed by the Board of Directors or by the
Wisconsin Business Corporation Law for the determination of shareholders
entitled to notice of and to vote at a meeting of shareholders, the record
date shall be the close of business on the day before the first notice is
given to shareholders.  If no record date is fixed by the Board of
Directors or by the Wisconsin Business Corporation Law for the
determination of shareholders entitled to demand a special meeting as
contemplated in Section 2.02 hereof, the record date shall be the date that
the first shareholder signs the demand.  Except as provided by the
Wisconsin Business Corporation Law for a court-ordered adjournment, a
determination of shareholders entitled to notice of and to vote at a
meeting of shareholders is effective for any adjournment of such meeting
unless the Board of Directors fixes a new record date, which it shall do if
the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.  The record date for determining shareholders
entitled to a distribution (other than a distribution involving a purchase,
redemption or other acquisition of the corporation's shares) or a share
dividend is the date on which the Board of Directors authorized the
distribution or share dividend, as the case may be, unless the Board of
Directors fixes a different record date.
          2.07. Shareholders' List for Meetings.  After a record date for
a special or annual meeting of shareholders has been fixed, the corporation
shall prepare a list of the names of all of the shareholders entitled to
notice of the meeting.  The list shall be arranged by class or series of
shares, if any, and show the address of and number of shares held by each
shareholder.  Such list shall be available for inspection by any
shareholder, beginning two business days after notice of the meeting is
given for which the list was prepared and continuing to the date of the
meeting, at the corporation's principal office or at a place identified in
the meeting notice in the city where the meeting will be held.  A
shareholder or his or her agent may, on written demand, inspect and,
subject to the limitations imposed by the Wisconsin Business Corporation
Law, copy the list, during regular business hours and at his or her
expense, during the period that it is available for inspection pursuant to
this Section 2.07.  The corporation shall make the shareholders' list
available at the meeting and any shareholder or his or her agent or
attorney may inspect the list at any time during the meeting or any
adjournment thereof.  Refusal or failure to prepare or make available the
shareholders' list shall not affect the validity of any action taken at a
meeting of shareholders.
          2.08 Quorum and Voting Requirements.  Shares entitled to vote
as a separate voting group may take action on a matter at a meeting only if
a quorum of those shares exists with respect to that matter.  If the
corporation has only one class of stock outstanding, such class shall
constitute a separate voting group for purposes of this Section 2.08. 
Except as otherwise provided in the articles of incorporation, any bylaw
adopted under authority granted in the articles of incorporation, or the
Wisconsin Business Corporation Law, a majority of the votes entitled to be
cast on the matter shall constitute a quorum of the voting group for action
on that matter.  Once a share is represented for any purpose at a meeting,
other than for the purpose of objecting to holding the meeting or
transacting business at the meeting, it is considered present for purposes
of determining whether a quorum exists for the remainder of the meeting and
for any adjournment of that meeting unless a new record date is or must be
set for the adjourned meeting.  If a quorum exists, except in the case of
the election of directors, action on a matter shall be approved if the
votes cast within the voting group favoring the action exceed the votes
cast opposing the action, unless the articles of incorporation, any bylaw
adopted under authority granted in the articles of incorporation, or the
Wisconsin Business Corporation Law requires a greater number of affirmative
votes.  Unless otherwise provided in the articles of incorporation,
directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election of directors at a meeting at which a
quorum is present.  For purposes of this Section 2.08, "plurality" means
that the individuals with the largest number of votes are elected as
directors up to the maximum number of directors to be chosen at the
meeting.  Though less than a quorum of the outstanding votes of a voting
group are represented at a meeting, a majority of the votes so represented
may adjourn the meeting from time to time without further notice.  At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting
as originally notified.
          2.09 Conduct of Meeting.  The President and in his or her
absence, a Vice President in the order provided under Section 4.07 hereof,
and in their absence, any person chosen by the shareholders present shall
call the meeting of the shareholders to order and shall act as chairperson
of the meeting, and the Secretary of the corporation shall act as secretary
of all meetings of the shareholders, but, in the absence of the Secretary,
the presiding officer may appoint any other person to act as secretary of
the meeting.
          2.10 Proxies.  At all meetings of shareholders, a shareholder
may vote his or her shares in person or by proxy.  A shareholder may
appoint a proxy to vote or otherwise act for the shareholder by signing an
appointment form, either personally or by his or her attorney-in-fact.  An
appointment of a proxy is effective when received by the Secretary or other
officer or agent of the corporation authorized to tabulate votes.  An
appointment is valid for eleven months from the date of its signing unless
a different period is expressly provided in the appointment form.
          2.11 Voting of Shares.  Except as provided in the articles of
incorporation or in the Wisconsin Business Corporation Law, each
outstanding share, regardless of class, is entitled to one vote on each
matter voted on at a meeting of shareholders.
          2.12 Action without Meeting.  Any action required or permitted
by the articles of incorporation or these bylaws or any provision of the
Wisconsin Business Corporation Law to be taken at a meeting of the
shareholders may be taken without a meeting and without action by the Board
of Directors if a written consent or consents, describing the action so
taken, is signed by all of the shareholders entitled to vote with respect
to the subject matter thereof and delivered to the corporation for
inclusion in the corporate records.
          2.13. Acceptance of Instruments Showing Shareholder Action.  If
the name signed on a vote, consent, waiver or proxy appointment corresponds
to the name of a shareholder, the corporation, if acting in good faith, may
accept the vote, consent, waiver or proxy appointment and give it effect as
the act of a shareholder.  If the name signed on a vote, waiver or proxy
appointment does not correspond to the name of a shareholder, the
corporation, if acting in good faith, may accept the vote, consent, waiver
or proxy appointment and give it effect as the act of the shareholder if
any of the following apply:
          (a)   The shareholder is an entity and the name signed purposes
to be that of an officer or agent of the entity.
          (b)   The name purports to be that of a personal
representative, administrator, executor, guardian or conservator
representing the shareholder and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation is presented with respect to
the vote, consent, waiver or proxy appointment.
          (c)   The name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation is presented with
respect to the vote, consent, waiver or proxy appointment.
          (d)   The name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder is presented with respect
to the vote, consent, waiver or proxy appointment.
          (e)   Two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at lease one of
the co-owners and the person signing appears to be acting on behalf of all
co-owners.
          The corporation may reject a vote, consent, waiver or proxy
appointment if the Secretary or other officer or agent of the corporation
who is authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
                 ARTICLE III.  BOARD OF DIRECTORS
          3.01. General Powers and Number.  All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, the Board of Directors.  The
number of directors of the corporation shall be nine.
          3.02 Tenure and Qualifications.  The directors shall be divided
into three classes to consist of three members in each of two classes, and
two members in the remaining class.  The term of one class shall expire at
each annual meeting.  At each annual meeting, the number of directors equal
to the number of the class whose term expires at the time of such meeting
shall be elected to hold office until the third succeeding annual meeting. 
Each director shall hold office for the term for which he is elected and
until his or her successor shall have been elected and, if necessary,
qualified, or until there is a decrease in the number of directors which
takes effect after the expiration of his or her term, or until his or her
prior death, resignation or removal.  A director may be removed by the
shareholders only at a meeting called for the purpose of removing the
director, and the meeting notice shall state that the purpose, or one of
the purposes, of the meeting is removal of the director.  A director may be
removed from office with or without cause if the number of votes cast to
remove the director exceeds the number of votes cast not to remove such
director.  A director may resign at any time by delivering written notice
which complies with the Wisconsin Business Corporation Law to the Board of
Directors, to the President or to the corporation.  A director's
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.  Directors need not be residents of the
State of Wisconsin or shareholders of the corporation.
          3.03. Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately
after the annual meeting of shareholders and each adjourned session
thereof.  The place of such regular meeting shall be the same as the place
of the meeting of shareholders which precedes it, or such other suitable
place as may be announced at such meeting of shareholders.  The Board of
Directors may provide, by resolution, the date, time and place, either
within or without the State of Wisconsin, for the holding of additional
regular meetings of the Board of Directors without other notice than such
resolution.
          3.04. Special Meetings.  Special meetings of the Board of
Directors may be called by or at the request of the President, Secretary or
any two directors.  The President or Secretary may fix any place, either
within or without the State of Wisconsin, as the place for holding any
special meeting of the Board of Directors, and if no other place is fixed
the place of the meeting shall be the principal office of the corporation
in the State of Wisconsin.
          3.05. Notice; Waiver.  Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall
be given by written notice delivered in person, by telegraph, teletype,
facsimile or other form of wire or wireless communication, not less than
twenty-four hours prior to the meeting or by mail or private carrier, to
each director at his business address or at such other address as such
director shall have designated in writing filed with the Secretary, not
less than forty-eight hours prior to the meeting.  The notice need not
describe the purpose of the meeting of the Board of Directors or the
business to be transacted at such meeting.  If mailed, such notice shall be
deemed to be effective when deposited in the United States mail so
addressed, with postage thereon prepaid.  If notice is given by telegram,
such notice shall be deemed to be effective when the telegram is delivered
to the telegraph company.  If notice is given by private carrier, such
notice shall be deemed to be effective when delivered to the private
carrier.  Whenever any notice whatever is required to be given to any
director of the corporation under the articles of incorporation or these
bylaws or any provision of the Wisconsin Business Corporation Law, a waiver
thereof in writing, signed at any time, whether before or after the date
and time of meeting, by the director entitled to such notice shall be
deemed equivalent to the giving of such notice.  The corporation shall
retain any such waiver as part of the permanent corporate records.  A
director's attendance at or participation in a meeting waives any required
notice to him or her of the meeting unless the director at the beginning of
the meeting or promptly upon his or her arrival objects to holding the
meeting or transaction business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
          3.06. Quorum.  Except as otherwise provided by the Wisconsin
Business Corporation Law or by the articles of incorporation or these
bylaws, a majority of the number of directors specified in Section 3.01 of
these bylaws shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors.  Except as otherwise provided by the
Wisconsin Business Corporation Law or by the articles of incorporation or
by these bylaws, a quorum of any committee of the Board of Directors
created pursuant to Section 3.12 hereof shall consist of a majority of the
number of directors appointed to serve on the committee.  A majority of the
directors present (though less than such quorum) may adjourn any meeting of
the Board of Directors or any committee thereof, as the case may be, from
time to time without further notice.
          3.07. Manner of Acting.  The affirmative vote of a majority of
the directors present at a meeting of the Board of Directors or a committee
thereof at which a quorum is present shall be the act of the Board of
Directors or such committee, as the case may be, unless the Wisconsin
Business Corporation Law, the articles of incorporation or these bylaws
require the vote of a greater number of directors.
          3.08. Conduct of Meetings.  The Chairman of the Board and in
his or her absence, the President, and in their absence, a Vice President
in the order provided under Section 4.07, and in their absence, any
director chosen by the directors present, shall call meetings of the Board
of Directors to order and shall act as chairperson of the meeting.  The
Secretary of the corporation shall act as secretary of all meetings of the
Board of Directors but in the absence of the Secretary, the presiding
officer may appoint any other person present to act as secretary of the
meeting.  Minutes of any regular or special meeting of the Board of
Directors shall be prepared and distributed to each director.
          3.09. Vacancies.  Except as provided below, any vacancy
occurring in the Board of Directors, including a vacancy resulting from an
increase in the number of directors, may be filled by any of the following: 
(a) the shareholders; (b) the Board of Directors; or (c) if the directors
remaining in office constitute fewer than a quorum of the Board of
Directors, the directors, by the affirmative vote of a majority of all
directors remaining in office.  If the vacant office was held by a director
elected by a voting group of shareholders, only the holders of shares of
that voting group may vote to fill the vacancy if it is filled by the
shareholders, and only the remaining directors elected by that voting group
may vote to fill the vacancy if it is filled by the directors.  A vacancy
that will occur at a specific later date, because of a resignation
effective at a later date or otherwise, may be filled before the vacancy
occurs, but the new director may not take office until the vacancy occurs.
          3.10. Compensation.  The Board of Directors, irrespective of
any personal interest of any of its members, may establish reasonable
compensation of all directors for services to the corporation as directors
or may delegate such authority to an appropriate committee.  The Board of
Directors also shall have authority to provide for or delegate authority to
an appropriate committee to provide for reasonable pensions, disability or
death benefits, and other benefits or payments, to directors, officers and
employees and to their estates, families, dependents or beneficiaries on
account of prior services rendered by such directors, officers and
employees to the corporation.
          3.11. Presumption of Assent.  A director who is present and is
announced as present at a meeting of the Board of Directors or any
committee thereof created in accordance with Section 3.12 hereof, when
corporate action is taken, assents to the action taken unless any of the
following occurs:  (a) the director objects at the beginning of the meeting
or promptly upon his or her arrival to holding the meeting or transacting
business at the meeting; (b) the director dissents or abstains from an
action taken and minutes of the meeting are prepared that show the
director's dissent or abstention from the action taken; (c) the director
delivers written notice that complies with the Wisconsin Business
Corporation Law of his or her dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting; or (d) the director dissents
or abstains from an action taken, minutes of the meeting are prepared that
fail to show the director's dissent or abstention from the action taken,
and the director delivers to the corporation a written notice of that
failure that complies with the Wisconsin Business Corporation Law promptly
after receiving the minutes.  Such right of dissent or abstention shall not
apply to a director who votes in favor of the action taken.
          3.12 Committees.  The Board of Directors by resolution adopted
by the affirmative vote of a majority of all of the directors then in
office may create one or more committees, appoint members of the Board of
Directors to serve on the committees and designate other members of the
Board of Directors to serve as alternates.  Each committee shall have two
or more members who shall, unless otherwise provided by the Board of
Directors serve at the pleasure of the Board of Directors.  A committee may
be authorized to exercise the authority of the Board of Directors, except
that a committee may not do any of the following:  (a) authorize
distributions; (b) approve or propose to shareholders action that the
Wisconsin Business Corporation Law requires to be approved by shareholders;
(c) fill vacancies on the Board of Directors or, unless the Board of
Directors provides by resolution that vacancies on a committee shall be
filled by the affirmative vote of the remaining committee members, on any
Board committee; (d) amend the corporation's articles of incorporation; (e)
adopt, amend or repeal bylaws; (f) approve a plan of merger not requiring
shareholder approval; (g) authorize or approve reacquisition of shares,
except according to a formula or method prescribed by the Board of
Directors; and (h) authorize or approve the issuance or sale or contract
for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the
Board of Directors may authorize a committee to do so within limits
prescribed by the Board of Directors.  Unless otherwise provided by the
Board of Directors in creating the committee, a committee may employ
counsel, accountants and other consultants to assist in the exercise of its
authority.
          3.13. Telephonic Meetings.  Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
bylaws, members of the Board of Directors (and any committees thereof
created pursuant to Section 3.12 hereof) may participate in regular or
special meetings by, or through the use of, any means of communication by
which all participants may simultaneously hear each other, such as by
conference telephone.  If a meeting is conducted by such means, then at the
commencement of such meeting the presiding officer shall inform the
participating directors that a meeting is taking place at which official
business may be transacted.  Any participant in a meeting by such means
shall be deemed present in person at such meeting.  Notwithstanding the
foregoing, no action may be taken at any meeting held by such means on any
particular matter which the presiding officer determines, in his or her
sole discretion, to be inappropriate under the circumstances for action at
a meeting held by such means.  Such determination shall be made and
announced in advance of such meeting.
          3.14. Action Without Meeting.  Any action required or permitted
by the Wisconsin Business Corporation Law to be taken at a meeting of the
Board of Directors or a committee thereof created pursuant to Section 3.12
hereof may be taken without a meeting if the action is taken by all members
of the Board or of the committee.  The action shall be evidenced by one or
more written consents describing the action taken, signed by each director
or committee member and retained by the corporation.  Such action shall be
effective when the last director or committee member signs the consent,
unless the consent specifies a different effective date.
                       ARTICLE IV. OFFICERS
          4.01. Number.  The principal officers of the corporation shall
be a Chairman of the Board, a President and Chief Executive Officer, the
number of Vice Presidents as authorized from time to time by the Board of
Directors, a Secretary, and a Treasurer, each of whom shall be elected by
the Board of Directors.  Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board of Directors. 
The Board of Directors may also authorize any duly appointed officer to
appoint one or more officers or assistant officers.  Any two or more
offices may be held by the same person.  The Chairman of the Board and any
Vice Chairman of the Board shall be chosen from among the Board of
Directors.  The Chairman of the Board shall, when present, preside at all
meetings of the shareholders and, in the absence of the Chairman of the
Board, the Vice Chairman of the Board, when present, shall preside at such
meetings.  The Chairman of the Board and any Vice Chairman of the Board
shall perform such duties as may from time to time be prescribed by the
Board of Directors.
          4.02. Election and Term of Office.  The officers of the
corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders.  If the
election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as is practicable.  Each officer shall hold
office until his or her successor shall have been duly elected or until his
or her prior death, resignation or removal.
          4.03. Removal.  The Board of Directors may remove any officer
and, unless restricted by the Board of Directors or these bylaws, an
officer may remove any officer or assistant officer appointed by that
officer, at any time, with or without cause and notwithstanding the
contract rights, if any, of the officer removed.  The appointment of an
officer does not of itself create contract rights.
          4.04. Resignation.  An officer may resign at any time by
delivering notice to the corporation that complies with the Wisconsin
Business Corporation Law.  The resignation shall be effective when the
notice is delivered, unless the notice specifies a later effective date and
the corporation accepts the later effective date.
          4.05. Vacancies.  A vacancy in any principal office because of
death, resignation, removal, disqualification or otherwise, shall be filled
by the Board of Directors for the unexpired portion of the term.  If a
resignation of an officer is effective at a later date as contemplated by
Section 4.04 hereof, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor may not
take office until the effective date.
          4.06. Chairman of the Board.  The Chairman of the Board shall,
when present, preside at all meetings of the Board of Directors and shall
perform such other duties as may be prescribed by the Board of Directors
from time to time.
          4.07. President and Chief Executive Officer.  The President and
Chief Executive Officer (herein referred to as the "President") shall be
the principal executive officer of the corporation and, subject to the
direction of the Board of Directors, shall in general supervise and control
all of the business and affairs of the corporation.  The President shall,
when present, preside at meetings of the shareholders.  He or she shall
have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint such agents and employees of the corporation as he or
she shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them.  Such agents and employees
shall hold office at the discretion of the President.  He or she shall have
authority to sign, execute and acknowledge, on behalf of the corporation,
all deeds, mortgages, bonds, stock certificates, contracts, leases, reports
and all other documents or instruments necessary or proper to be executed
in the course of the corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except as
otherwise provided by law or the Board of Directors, he or she may
authorize any Vice President or other officer or agent of the corporation
to sign, execute and acknowledge such documents or instruments in his or
her place and stead.  In general he or she shall perform all duties
incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
          4.08. The Vice Presidents.  In the absence of the President or
in the event of the President's death, inability or refusal to act, or in
the event for any reason it shall be impracticable for the President to act
personally, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon
the President.  Any Vice President may sign, with the Secretary or
Assistant Secretary, certificates for shares of the corporation; and shall
perform such other duties and have such authority as from time to time may
be delegated or assigned to him or her by the President or by the Board of
Directors.  The execution of any instrument of the corporation by any Vice
President shall be conclusive evidence, as to third parties, of his or her
authority to act in the stead of the President.
          4.09. The Secretary.  The Secretary shall:  (a) keep minutes of
the meetings of the shareholders and of the Board of Directors (and of
committees thereof) in one or more books provided for that purpose
(including records of actions taken by the shareholders or the Board of
Directors (or committees thereof) without a meeting); (b) see that all
notices are duly given in accordance with the provisions of these bylaws or
as required by the Wisconsin Business Corporation Law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the
seal of the corporation is affixed to all documents the execution of which
on behalf of the corporation under its seal is duly authorized; (d)
maintain a record of the shareholders of the corporation, in a form that
permits preparation of a list of the names and addresses of all
shareholders, by class or series of shares and showing the number and class
or series of shares held by each shareholders; (e) sign with the President,
or a Vice President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office
of Secretary and have such other duties and exercise such authority as from
time to time may be delegated or assigned by the President or by the Board
of Directors.
          4.10. The Treasurer.  The Treasurer shall:  (a) have charge and
custody of and be responsible for all funds and securities of the
corporation; (b) maintain appropriate account records; (c) receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of Section 5.04; and (d) in general perform
all of the duties incident to the office of Treasurer and have such other
duties and exercise such other authority as from time to time may be
delegated or assigned by the President or by the Board of Directors.  If
required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
          4.11. Assistant Secretaries and Assistant Treasurer.  There
shall be such number of Assistant Secretaries and Assistant Treasurers as
the Board of Directors may from time to time authorize.  The Assistant
Secretaries may sign with the President or a Vice President certificates
for shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors.  The Assistant
Treasurers shall respectively, if required by the Board of Directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties
and have such authority as shall from time to time be delegated or assigned
to them by the Secretary of the Treasurer, respectively, or by the
President or the Board of Directors.
          4.12. Other Assistants and Acting Officers.  The Board of
Directors shall have the power to appoint, or to authorize any duly
appointed officer of the corporation to appoint, any person to act as
assistant to any officer, or as agent for the corporation in his or her
stead, or to perform the duties of such officer whenever for any reason it
is impracticable for such officer to act personally, and such assistant or
acting officer or other agent so appointed by the Board of Directors or an
authorized officer shall have the power to perform all the duties of the
office to which he or she is so appointed to be an assistant, or as to
which he or she is so appointed to act, except as such power may be
otherwise defined or restricted by the board of Directors or the appointing
officer.
          4.13. Salaries.  The salaries of the principal officers shall
be fixed from time to time by the Board of Directors or by a duly
authorized committee thereof, and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a
director of the corporation.
                ARTICLE V. CONTRACTS, LOANS, CHECKS
               AND DEPOSITS; SPECIAL CORPORATE ACTS
          5.01. Contracts.  The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
or deliver any instrument in the name of and on behalf of the corporation,
and such authorization may be general or confined to specific instances. 
In the absence of other designation, all deeds, mortgages and instruments
of assignment or pledge made by the corporation shall be executed in the
name of the corporation by the President or one of the Vice Presidents and
by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer; the Secretary or an Assistant Secretary, when necessary or
required, shall affix the corporate seal, if any, thereto; and when so
executed no other party to such instrument or any third party shall be
required to make any inquiry into the authority of the signing officer or
officers.
          5.02. Loans.  No indebtedness for borrowed money shall be
contracted on behalf of the corporation and no evidences of such
indebtedness shall be issued in its name unless authorized by or under the
authority of a resolution of the Board of Directors.  Such authorization
may be general or confined to specific instances.
          5.03. Checks, Drafts, etc.  All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall
from time to time be determined by or under the authority of a resolution
of the Board of Directors.
          5.04. Deposits.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositaries as may be
selected by or under the authority of a resolution of the Board of
Directors.
          5.05. Voting of Securities Owned by this Corporation.  Subject
always to the specific directions of the Board of Directors, (a) any shares
or other securities issued by any other corporation and owned or controlled
by this corporation may be voted at any meeting of security holders of such
other corporation by the President of this corporation if he or she be
present, or in his or her absence by any Vice President of this corporation
who may be present, and (b) whenever, in the judgment of the President, or
in his or her absence, of any Vice President, it is desirable for this
corporation to execute a proxy or written consent in respect to any shares
or other securities issued by any other corporation and owned by this
corporation, such proxy or consent shall be executed in the name of this
corporation by the President or one of the Vice Presidents of this
corporation, without necessity of any authorization by the Board of
Directors, affixation of corporate seal, if any, or countersignature or
attestation by another officer.  Any person or persons designated in the
manner above stated as the proxy or proxies of this corporation shall have
full right, power and authority to vote the shares or other securities
issued by such other corporation and owned by this corporation the same as
such shares or other securities might be voted by this corporation.
      ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES
          6.01. Certificates for Shares.  Certificates representing
shares of the corporation shall be in such form, consistent with the
Wisconsin Business Corporation Law, as shall be determined by the Board of
Directors.  Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary.  All certificates
for shares shall be consecutively numbered or otherwise identified.  The
name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on
the stock transfer books of the corporation.  All certificates surrendered
to the corporation for transfer shall be canceled and no new certificate
shall be issued until the former certificate for a like number of shares
shall have been surrendered and canceled, except as provided in Section
6.06.
          6.02. Facsimile Signatures and Seal.  The seal of the
corporation, if any, on any certificates for shares may be a facsimile. 
The signature of the President or Vice President and the Secretary or
Assistant Secretary upon a certificate may be facsimiles if the certificate
is manually signed on behalf of a transfer agent, or a registrar, other
than the corporation itself or an employee of the corporation.
          6.03. Signature by Former Officers.  The validity of a share
certificate is not affected if a person who signed the certificate (either
manually or in facsimile) no longer holds office when the certificate is
issued.
          6.04. Transfer of Shares.  Prior to due presentment of a
certificate for shares for registration of transfer the corporation may
treat the registered owner of such shares as the person exclusively
entitled to vote, to receive notifications and otherwise to have an
exercise all the rights and power of an owner.  Where a certificate for
shares is presented to the corporation with a request to register for
transfer, the corporation shall not be liable to the owner or any other
person suffering loss as a result of such registration of transfer if (a)
there were on or with the certificate the necessary endorsements, and (b)
the corporation had no duty to inquire into adverse claims or has
discharged any such duty.  The corporation may require reasonable assurance
that such endorsements are genuine and effective and compliance with such
other regulations as may be prescribed by or under the authority of the
Board of Directors.
          6.05. Restrictions on Transfer.  The face or reverse side of
each certificate representing shares shall bear a conspicuous notation of
any restriction imposed by the corporation upon the transfer of such
shares.
          6.06. Lost, Destroyed or Stolen Certificates.  Where the owner
claims that certificates for shares have been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a)
so requests before the corporation has notice that such shares have been
acquired by a bona fide purchaser, (b) files with the corporation a
sufficient indemnity bond if required by the Board of Directors or any
principal officer, and (c) satisfies such other reasonable requirements as
may be prescribed by or under the authority of the Board of Directors.
          6.07. Consideration for Shares.  The Board of Directors may
authorize shares to be issued for consideration consisting of any tangible
or intangible property or benefit to the corporation, including cash,
promissory notes, services performed, contracts for services to be
performed or other securities of the corporation.  Before the corporation
issues shares, the Board of Directors shall determine that the
consideration received or to be received for the shares to be issued is
adequate.  The determination of the Board of Directors is conclusive
insofar as the adequacy of consideration for this issuance of shares
relates to whether the shares are validly issued, fully paid and
nonassessable.  The corporation may place in escrow shares issued in whole
or in part for a contract for future services or benefits, a promissory
note, or other property to be issued in the future, or make other
arrangements to restrict the transfer of the shares, and may credit
distributions in respect of the shares against their purchase price, until
the services are performed, the benefits or property are received or the
promissory note is paid.  If the services are not performed, the benefits
or property are not received or the promissory note is not paid, the
corporation may cancel, in whole or in part, the shares escrowed or
restricted and the distributions credited.
          6.08. Stock Regulations.  The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with law as it may deem expedient concerning the issue,
transfer and registration of shares of the corporation.
                         ARTICLE VII. SEAL
          7.01. The Board of Directors may provide for a corporate seal
for the corporation.
                   ARTICLE VIII. INDEMNIFICATION
          8.01. Certain Definitions.  All capitalized terms used in this
Article VIII and not otherwise hereinafter defined in this Section 8.01
shall have the meaning set forth in Section 180.0850 of the Statute.  The
following capitalized terms (including any plural forms thereof) used in
this Article VIII shall be defined as follows:
          (a)   "Affiliate" shall include, without limitation, any
corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise that directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control
with, the Corporation.
          (b)   "Authority" shall mean the entity selected by the
Director or Officer to determine his or her right to indemnification
pursuant to Section 8.04.
          (c)   "Board" shall mean the entire then elected and serving
Board of Directors of the Corporation, including all members thereof who
are Parties to the subject Proceeding or any related Proceeding.
          (d)   "Breach of Duty" shall mean the Director or Officer
breached or failed to perform his or her duties to the Corporation and his
or her breach of or failure to perform those duties is determined, in
accordance with Section 8.04, to constitute misconduct under Section
180.0851(2)(a)1, 2, 3 or 4 of the Statute.
          (e)   "Corporation," as used herein and as defined in the
Statute and incorporated by reference into the definitions of certain other
capitalized terms used herein, shall mean this corporation, including,
without limitation, any successor corporation or entity to this corporation
by way of merger, consolidation or acquisition of all or substantially all
of the capital stock or assets of this corporation.
          (f)   "Director or Officer" shall have the meaning set forth in
the Statute; provided, that, for purposes of this Article VIII, it shall be
conclusively presumed that any Director or Officer serving as a director,
officer, partner, trustee, member of any governing or decision-making
committee, employee or agent of an Affiliate shall be so serving at the
request of the Corporation.
          (g)   "Disinterested Quorum" shall mean a quorum of the Board
who are not Parties to the subject Proceeding or any related Proceeding.
          (h)   "Party" shall have the meaning set forth in the Statute;
provided that, for purposes of this Article VIII, the term "Party" shall
also include any Director or Officer or employee of the Corporation who is
or was a witness in a Proceeding at a time when he or she has not otherwise
been formally named a Party thereto.
          (i)   "Proceeding" shall have the meaning set forth in the
Statute; provided, that, in accordance with Section 180.0859 of the Statute
and for purposes of this Article VIII, the term "Proceeding" shall also
include all Proceedings (i) brought under (in whole or in part) the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, their respective state counterparts, and/or any rule or regulation
promulgated under any of the foregoing; (ii) brought before an Authority or
otherwise to enforce rights hereunder; (iii) an appeal from a Proceeding;
and (iv) any Proceeding in which the Director or Officer is a plaintiff or
petitioner because he or she is a Director or Officer; provided, however,
that any such Proceeding under this subsection (iv) must be authorized by a
majority vote of a Disinterested Quorum.
          (j)   "Statute" shall mean Sections 180.0850 through 180.0859,
inclusive, of the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes, as the same shall then be in effect, including any
amendments thereto, but, in the case of any such amendment, only to the
extent such amendment permits or requires the Corporation to provide
broader indemnification rights than the Statute permitted or required the
Corporation to provide prior to such amendment.
          8.02. Mandatory Indemnification of Directors and Officers.  To
the fullest extent permitted or required by the Statute, the Corporation
shall indemnify a Director or Officer against all Liabilities incurred by
or on behalf of such Director or Officer in connection with a Proceeding in
which the Director or Officer is a Party because he or she is a Director or
Officer.
          8.03. Procedure Requirements.
          (a)   A Director or Officer who seeks indemnification under
Section 8.02 shall make a written request therefor to the Corporation. 
Subject to Section 8.03(b), within sixty days of the Corporation's receipt
of such request, the Corporation shall pay or reimburse the Director or
Officer for the entire amount of Liabilities incurred by the Director or
Officer in connection with the subject Proceeding (net of any Expenses
previously advanced pursuant to Section 8.05).
          (b)   No indemnification shall be required to be paid by the
Corporation pursuant to Section 8.02 if, within such sixty-day period, (i)
a Disinterested Quorum, by a majority vote thereof, determines that the
Director or Officer requesting indemnification engaged in misconduct
constituting a Breach of Duty or (ii) a Disinterested Quorum cannot be
obtained.
          (c)   In either case of nonpayment pursuant to Section 8.03(b),
the Board shall immediately authorize by resolution that an Authority, as
provided in Section 8.04, determine whether the Director's or Officer's
conduct constituted a Breach of Duty and, therefore, whether
indemnification should be denied hereunder.
          (d)   (i) If the Board does not authorize an Authority to
determine the Director's or Officer's right to indemnification hereunder
within such sixty-day period and/or (ii) if indemnification of the
requested amount of Liabilities is paid by the Corporation, then it shall
be conclusively presumed for all purposes that a Disinterested Quorum has
affirmatively determined that the Director or Officer did not engage in
misconduct constituting a Breach of Duty and, in the case of subsection (i)
above (but not subsection (ii)), indemnification by the Corporation of the
requested amount of Liabilities shall be paid to the Director or Officer
immediately.
          8.04. Determination of Indemnification.
          (a)   If the Board authorizes an Authority to determine a
Director's or Officer's right to indemnification pursuant to Section 8.03,
then the Director or Officer requesting indemnification shall have the
absolute discretionary authority to select one of the following as such
Authority:
          (i)   An independent legal counsel; provided, that such counsel
shall be mutually selected by such Director or Officer and by a majority
vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be
obtained, then by a majority of the Board;
          (ii)  A panel of three arbitrators selected from the panels of
arbitrators of the American Arbitration Association in Wisconsin; provided,
that (A) one arbitrator shall be selected by such Director or Officer, the
second arbitrator shall be selected by a majority vote of a Disinterested
Quorum or, if a Disinterested Quorum cannot be obtained, then by a majority
vote of the Board, and the third arbitrator shall be selected by the two
previously selected arbitrators, and (B) in all other respects (other than
this Article VIII), such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules; or
          (iii) A court pursuant to and in accordance with Section
180.0854 of the Statute.
          (b)   In any such determination by the selected Authority there
shall exist a rebuttable presumption that the Director's or Officer's
conduct did not constitute a Breach of Duty and that indemnification
against the requested amount of Liabilities is required.  The burden of
rebutting such a presumption by clear and convincing evidence shall be on
the Corporation or such other party asserting that such indemnification
should not be allowed.
          (c)   The Authority shall make its determination within sixty
days of being selected and shall submit a written opinion of its conclusion
simultaneously to both the Corporation and the Director or Officer.
          (d)   If the Authority determines that indemnification is
required hereunder, the Corporation shall pay the entire requested amount
of Liabilities (net of any Expenses previously advanced pursuant to Section
8.05), including interest thereon at a reasonable rate, as determined by
the Authority, within ten days of receipt of the Authority's opinion;
provided, that, if it is determined by the Authority that a Director or
Officer is entitled to indemnification against Liabilities' incurred in
connection with some claims, issues or matters, but not as to other claims,
issues or matters, involved in the subject Proceeding, the Corporation
shall be required to pay (as set forth above) only the amount of such
requested Liabilities as the Authority shall deem appropriate in light of
all of the circumstances of such Proceeding.
          (e)   The determination by the Authority that indemnification
is required hereunder shall be binding upon the Corporation regardless of
any prior determination that the Director or Officer engaged in a Breach of
Duty.
          (f)   All Expenses incurred in the determination process under
this Section 8.04 by either the Corporation or the Director or Officer,
including, without limitation, all Expenses of the selected Authority,
shall be paid by the Corporation.
          8.05. Mandatory Allowance of Expenses.
          (a)   The Corporation shall pay or reimburse from time to time
or at any time, within ten days after the receipt of the Director's or
Officer's written request therefor, the reasonable Expenses of the Director
or Officer as such Expenses are incurred; provided, the following
conditions are satisfied:
          (i)   The Director or Officer furnishes to the Corporation an
executed written certificate affirming his or her good faith belief that he
or she has not engaged in misconduct which constitutes a Breach of Duty;
and
          (ii)  The Director or Officer furnishes to the Corporation an
unsecured executed written agreement to repay any advances made under this
Section 8.05 if it is ultimately determined by an Authority that he or she
is not entitled to be indemnified by the Corporation for such Expenses
pursuant to Section 8.04.
          (b)   If the Director or Officer must repay any previously
advanced Expenses pursuant to this Section 8.05, such Director or Officer
shall not be required to pay interest on such amounts.
          8.06. Indemnification and Allowance of Expenses of Certain
Others.
          (a)   The Board may, in its sole and absolute discretion as it
deems appropriate, pursuant to a majority vote thereof, indemnify a
director or officer of an Affiliate (who is not otherwise serving as a
Director or Officer) against all Liabilities, and shall advance the
reasonable Expenses, incurred by such director or officer in a Proceeding
to the same extent hereunder as if such director or officer incurred such
Liabilities because he or she was a Director or Officer, if such director
or officer is a Party thereto because he or she is or was a director or
officer of the Affiliate.
          (b)   The Corporation shall indemnify an employee who is not a
Director or Officer, to the extent he or she has been successful on the
merits or otherwise in defense of a Proceeding, for all reasonable Expenses
incurred in the Proceeding if the employee was a Party because he or she
was an employee of the Corporation.
          (c)   The Board may, in its sole and absolute discretion as it
deems appropriate pursuant to a majority vote thereof, indemnify (to the
extent not otherwise provided in Section 8.06(b) hereof) against
Liabilities incurred by, and/or provide for the allowance of reasonable
Expenses of, an employee or authorized agent of the Corporation acting
within the scope of his or her duties as such and who is not otherwise a
Director or Officer.
          8.07. Insurance.  The Corporation may purchase and maintain
insurance on behalf of a Director or Officer or any individual who is or
was an employee or authorized agent of the Corporation against any
Liability asserted against or incurred by such individual in his or her
capacity as such or arising from his or her status as such, regardless of
whether the Corporation is required or permitted to indemnify against any
such Liability under this Article VIII.
          8.08.   Notice to the Corporation.  A Director, Officer or
employee shall promptly notify the Corporation in writing when he or she
has actual knowledge of a Proceeding which may result in a claim of
indemnification against Liabilities or allowance of Expenses hereunder, but
the failure to do so shall not relieve the Corporation of any liability to
the Director, Officer or employee hereunder unless the Corporation shall
have been irreparably prejudiced by such failure (as determined, in the
case of Directors or Officers only, by an Authority selected pursuant to
Section 8.04(a)).
          8.09.  Severability.  If any provision of this Article VIII
shall be deemed invalid or inoperative, or if a court of competent
jurisdiction determines that any of the provisions of this Article VIII
contravene public policy, this Article VIII shall be construed so that the
remaining provisions shall not be affected, but shall remain in full force
and effect, and any such provisions which are invalid or inoperative or
which contravene public policy shall be deemed, without further action or
deed by or on behalf of the Corporation, to be modified, amended and/or
limited, but only to the extent necessary to render the same valid and
enforceable; it being understood that it is the Corporation's intention to
provide the Directors and Officers with the broadest possible protection
against personal liability allowable under the Statute.
          8.10 Nonexclusivity of Article VIII.  The rights of a Director,
Officer or employee (or any other person) granted under this Article VIII
shall not be deemed exclusive of any other rights to indemnification
against Liabilities or allowance of Expenses which the Director, Officer or
employee (or such other person) may be entitled to under any written
agreement, Board resolution, vote of shareholders of the Corporation or
otherwise, including, without limitation, under the Statute.  Nothing
contained in this Article VIII shall be deemed to limit the Corporation's
obligations to indemnify against Liabilities or allow Expenses to a
Director, Officer or employee under the Statute.
          8.11 Contractual Nature of Article VIII; Repeal or Limitation
of Rights.  This Article VIII shall be deemed to be a contract between the
Corporation and each Director, Officer and employee of the Corporation and
any repeal or other limitation of this Article VIII or any repeal or
limitation of the Statute or any other applicable law shall not limit any
rights of indemnification against Liabilities or allowance of Expenses then
existing or arising out of events, acts or omissions occurring prior to
such repeal or limitation, including, without limitation, the right to
indemnification against Liabilities or allowance of Expenses for
Proceedings commenced after such repeal or limitation to enforce this
Article VIII with regard to acts, omissions or events arising prior to such
repeal or limitation.
                      ARTICLE IX. AMENDMENTS
          9.01. By Shareholders.  These bylaws may be amended or repealed
and new bylaws may be adopted by the shareholders at any annual or special
meeting of the shareholders at which a quorum is in attendance.
          9.02. By Directors.  Except as otherwise provided by the
Wisconsin Business Corporation Law or the articles of incorporation, these
bylaws may also be amended or repealed and new bylaws may be adopted by the
Board of Directors by affirmative vote of a majority of the number of
directors present at any meeting at which a quorum is in attendance;
provided, however, that the shareholders in adopting, amending or repealing
a particular bylaw may provide therein that the Board of Directors may not
amend, repeal or readopt that bylaw.
          9.03. Implied Amendments.  Any action taken or authorized by
the shareholders or by the Board of Directors which would be inconsistent
with the bylaws then in effect but which is taken or authorized by
affirmative vote of not less than the number of shares or the number of
directors required to amend the bylaws so that the bylaws would be
consistent with such action shall be given the same effect as though the
bylaws had been temporarily amended or suspended so far, but only so far,
as is necessary to permit the specific action so taken or authorized.