4.1. No Preemptive Rights. No shareholder of the Corporation shall have
any preemptive right to subscribe for, purchase or acquire any shares of stock of any
class or series of the Corporation now or hereafter authorized or issued by the
Corporation.

4.2. No Cumulative Voting Rights. No shareholder shall have the right to
cumulate votes for the election of directors or for any other purpose.

5.1. Number of Directors. The Board of Directors of the Corporation shall
consist of between three (3) and seven (7) members. The qualifications and number
of directors shall be as further set forth within the Corporation's By-Laws.

5.2. Written Action by Directors. Any action required or permitted to be
taken at a Board meeting may be taken by written action signed by all of the directors
or, in cases where the action need not be approved by the shareholders, by written
action signed by the number of directors that would be required to take the same
action at a meeting of the Board at which all directors were present.

6.1. A director shall not be personally liable to the Corporation or to its
shareholders for monetary damages for any breach of fiduciary duty as a director,
except to the extent that elimination or limitation of liability is not permitted under
Section 302A.251, the Minnesota Business Corporation Act, as the same exists or
may hereafter be amended. Any repeal or modification of the provisions of this
Article shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

Article 7 Merger, Exchange, Sale of Assets and Dissolution

7.1. Where approval of shareholders is required by law, the affirmative vote
of the holders of at least a majority of the voting power of all shares entitled to vote
shall be required to authorize the Corporation (i) to merge into or with one or more
other corporations, (ii) to exchange its shares for shares of one or more other
corporations, (iii) to sell, lease, transfer or otherwise dispose of all or substantially all
of its property and assets, including its good will, or (iv) to commence voluntary
dissolution.