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                                           Amended Effective November 6, 2001
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                                     BYLAWS



                                       OF



                           NORTHLAND CRANBERRIES, 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 first Wednesday in January of each year (beginning in 1997), or on
such other 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. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as is
practicable.

         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 or the President. 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 a special 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 a majority of the
votes 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


                                       2


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 mall, 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. Proper Business or Purposes of Shareholder Meetings. To be
properly brought before a meeting of shareholders, business must be (a)
specified in the notice of the meeting (or any supplement thereto) given by or
at the discretion of the Board of Directors or otherwise as provided in Section
2.04 hereof; (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (c) otherwise properly brought before
the meeting by a shareholder. For business to be properly brought before a
meeting by a shareholder, the shareholder must have given written notification
thereof, either by personal delivery or by United States mall, postage prepaid,
to the Secretary of the corporation, and, in the case of an annual meeting, such
notification must be given not later than thirty (30) days in advance of the
Originally Scheduled Date of such meeting; provided, however, that if the
Originally Scheduled Date of such annual meeting is earlier than the date
specified in these bylaws as the date of the annual meeting and if the Board of
Directors does not determine otherwise, or in the case of a special meeting of
shareholders, such written notice may be so given and received not later than
the close of business on the 15th day following the date of the first public
disclosure, which may include any public filing with the Securities and Exchange
Commission, of the Originally Scheduled Date of such meeting. Any such
notification shall set forth as to each matter the shareholder proposes to bring
before the 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
and, in the event that such business includes a proposal to amend either the
articles of incorporation or bylaws of the corporation, the exact language of
the proposed amendment; (ii) the name and address of the shareholder proposing
such business; (iii) a representation that the shareholder is a holder of record
of stock of the corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to propose such business; and (iv)
any material interest of the shareholder in such business. No business shall be
conducted at a meeting of shareholders except in accordance with this Section
2.05, and the chairman of any meeting of shareholders may refuse to permit any
business to be brought before such meeting without compliance with the foregoing
procedures. For purposes of these bylaws, the "Originally Scheduled Date" of any
meeting of shareholders shall be the date such meeting is scheduled to occur as
specified in the notice of such meeting first generally given to shareholders
regardless of whether any subsequent notice is given for such meeting or the
record date of such meeting is changed. Nothing contained in this Section 2.05
shall be construed to limit the rights of a shareholder to submit proposals to
the corporation which comply with the proxy rules of the Securities and Exchange
Commission for inclusion in the corporation's proxy statement for consideration
at shareholder meetings.

         2.06. 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


                                       3


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.

         2.07. 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 on 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.

         2.08. 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 2.08.
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


                                       4


prepare or make available the shareholders' list shall not affect the validity
of any action taken at a meeting of shareholders.

         2.09. 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. Except as otherwise provided
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 or the
Wisconsin Business Corporation Law requires a greater number of affirmative
votes. Unless otherwise provided in the articles of incorporation, each director
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. 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.

         2.10. Conduct of Meeting. The Chairman, if any, and in his absence or
discretion, a Vice-Chairman, if any, and in their absence, the President, and in
his absence or discretion, a Vice President in the order provided under Section
4.11 hereof or as chosen by the Chairman, and in their absence, any person
chosen by the shareholders present shall call the meeting of the shareholders to
order and shall act as chairman of the meeting, and the Secretary of the
corporation shall act as secretary of all meetings of the shareholders, but, in
the absence or upon the request of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

         2.11. 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.

         2.12. Voting of Shares. Except as provided in the articles of
incorporation or in the Wisconsin Business Corporation Law, each outstanding
share of Class A Common Stock, is entitled to one vote on each matter voted on
at a meeting of shareholders and each outstanding share of Class B Common Stock
is entitled to three votes on each matter voted on at a meeting of shareholders.



                                       5


         2.13. 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 if a written consent or consents, describing the action
so taken, is or are signed by shareholders who would be entitled to vote at a
meeting those shares with voting power to cast not less than the minimum number
or, in the case of voting by voting groups, numbers of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote were present and voted.

         2.14. 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, consent, 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 purports
         to be that of a 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, waver 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 least 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 board of
directors of the corporation shall consist of


                                       6


that number of directors as determined from time to time by the board of
directors, but shall in no event exceed ten.

         3.02. Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders 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 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
(in his capacity as chairman of the Board of Directors) 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. Shareholder Nomination Procedure. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any shareholder entitled to vote for the election of
directors who complies fully with the requirements of this Section 3.03. Any
shareholder entitled to vote for the election of directors at a meeting may
nominate a person or persons for election as a director or directors only if
written notice of such shareholder's intent to make any such nomination is
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the corporation not later than: (i) with respect to an election
to be held at any annual meeting of shareholders, 30 days in advance of the
Originally Scheduled Date of such meeting (provided, however, that if the
Originally Scheduled Date of such meeting is earlier than the date specified in
these bylaws as the date of the annual meeting and if the Board of Directors
does not determine otherwise, such written notice may be so given and received
not later than the close of business on the 15th day following the date of the
first public disclosure, which may include any public filing with the Securities
and Exchange Commission, of the Originally Scheduled Date of such meeting); and
(ii) with respect to an election to be held at a special meeting of
shareholders, the close of business on the 15th day following the date of first
public disclosure, which may include any public filing with the Securities and
Exchange Commission, of the Originally Scheduled Date of such meeting. Each such
notice shall set forth: (a) the name and address of the shareholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of shares of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a director of the
corporation if so elected. The chairman of any meeting of


                                       7


shareholders to elect directors and the Board of Directors may refuse to
acknowledge the nomination by a shareholder of any person not made in compliance
with the foregoing procedure.

         3.04. 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 communicated to the
directors at or prior to such meeting of shareholders. To the extent
practicable, 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 shall be communicated amongst and generally agreed upon at any meeting
of the Board of Directors.

         3.05. 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 business office of the corporation in the State of Wisconsin.

         3.06. Notice; Waiver. Notice of each special meeting of the Board of
Directors shall be given by written notice delivered or communicated in person,
by telegraph, teletype, facsimile or other form of wire or wireless
communication, 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, in each case not less than twenty-four hours
prior to the meeting. The notice need not prescribe the purpose of the special
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 transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

         3.07. 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 3.13 hereof
shall consist of a majority of the number of directors appointed to serve on the
committee. A majority


                                       8


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.

         3.08. 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.

         3.09. Conduct of Meetings. The Chairman, if any, and in his absence, a
Vice-Chairman, if any, and in their absence, the President, and in his absence,
a Vice President in the order provided under Section 4.11, 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 chairman 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.

         3.10. 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.

         3.11. 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, officers or
otherwise, 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.

         3.12. 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 3.13 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's
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (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


                                       9


to the corporation immediately after adjournment of the meeting. Such right of
dissent or abstention shall not apply to a director who votes in favor of the
action taken.

         3.13. 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 discretion 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 it in the exercise of its authority.

         3.14. 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 3.13 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. If
action is to be taken at any meeting held by such means on any of the following:
(a) a plan of merger or share exchange; (b) a sale, lease, exchange or other
disposition of substantial property or assets of the corporation; (c) a
voluntary dissolution or the revocation of voluntary dissolution proceedings; or
(d) a filing for bankruptcy, then the identity of each director participating in
such meeting must be verified by the disclosure at such meeting by each such
director of each such director's social security number to the secretary of the
meeting before a vote may be taken on any of the foregoing matters. For purposes
of the preceding clause (b), the phrase "sale, lease, exchange or other
disposition of substantial property or assets" shall mean any sale, lease,
exchange or other disposition of property or assets of the corporation having a
net book value equal to 10% or more of the net book value of the total assets of
the corporation on and as of the close of the fiscal year last ended prior to
the date of such meeting and as to which financial statements of the corporation
have been prepared. Notwithstanding the foregoing, no action may be taken at any
meeting held by such means on any particular matter which the presiding officer
determines to be


                                       10


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.

         3.15. 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 crated pursuant to Section 3.13 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
President, 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 or the
President. The Board of Directors may also authorize any duly authorized officer
to appoint one or more officers or assistant officers. Any two or more offices
may be held by the same person.

         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.



                                       11


         4.06. Chairman of the Board. The Chairman of the Board, if one be
chosen by the Board of Directors, shall preside at all meetings of the Board of
Directors and of the shareholders and shall perform all duties incident to the
office of the Chairman of the Board of the corporation and such other duties as
may be prescribed by the Board of Directors from time to time.

         4.07. The Vice-Chairmen of the Board. The Vice-Chairmen of the Board,
if any be chosen by the Board of Directors, shall possess all the powers of the
Chairman of the Board. In the event a Vice-Chairman of the Board disagrees with
the manner in which the Chairman of the Board is discharging the duties incident
to the office of the Chairman of the Board, the Vice-Chairman of the Board shall
have the right to call a vote of the Chairman of the Board and all Vice-Chairmen
of the Board, the vote of a majority of whom shall prevail. In the event no
majority is obtained, the disagreement shall be submitted to the vote of the
Board of Directors, the vote of a majority of whom shall prevail.

         4.08. Chief Executive Officer. The Board of Directors shall from time
to time designate the Chairman of the Board, if any, or any of the Vice-Chairmen
of the Board, if any, or the President of the corporation as the Chief Executive
Officer of the corporation. The President shall be the Chief Executive Officer
whenever the offices of Chairman of the Board of the corporation and
Vice-Chairman of the Board of the corporation are vacant. Subject to the control
of the Board of Directors, the Chief Executive Officer shall in general
supervise and control all of the business and affairs of the corporation. He or
she shall have authority, subject to such rules as may be prescribed by the
Board of Directors, to appoint and remove 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. He or she shall have
authority to sign, execute and acknowledge, on behalf of the corporation, all
deeds, mortgages, securities, contracts, leases, reports, and all other
documents or other 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 elected President, 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 Chief
Executive Officer of the corporation and such other duties as may be prescribed
by the Board of Directors from time to time.

         4.09. President. Unless the Board of Directors otherwise provides, in
the absence of the Chairman of the Board and all Vice-Chairmen of the Board, in
the event of their inability or refusal to act, or in the event of a vacancy in
the offices of the Chairman of the Board and Vice-Chairman of the Board, the
President shall perform the duties of the Chairman of the Board, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the Chairman of the Board. Unless the Board of Directors otherwise provides, in
the absence of the Chief Executive Officer or in the event of his or her
inability or refusal to act, or in the event of a vacancy in the office of the
Chief Executive Officer, the President shall perform the duties of the Chief
Executive Officer, and when so acting shall have all the powers of and be
subject to all the restrictions upon the Chief Executive Officer. The President
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


                                       12


and compensation, and to delegate authority to them. 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 the President and such other
duties as may be prescribed by the Board of Directors from time to time.

         4.10. Chief Operating Officer. The Chief Operating Officer shall,
subject to the direction of the Board of Directors and the Chief Executive
Officer, in general supervise and control the day-to-day business operations of
the corporation. He or she shall have authority, subject to such rules as may be
prescribed by the Board of Directors, 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 the Chief
Operating Officer and such other duties as may be prescribed by the Board of
Directors from time to time.

         4.11. 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
Executive Vice President (or in the event of his absence or inability to act,
any Vice President in the order designated by the Board of Directors or
President, 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.

         4.12. 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, if any, and see that the seal of the corporation, if
any, is affixed to all documents the execution of which on behalf of the
corporation under its seal is required and 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 shareholder; (e) sign with the President, or a Vice


                                       13


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.

         4.13. 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 accounting 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.

         4.14. Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors or President 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 or the Treasurer,
respectively, or by the President or the Board of Directors.

         4.15. Other Assistants and Acting Officers. The Board of Directors and
President 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, the
President or the appointing officer.

    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


                                       14


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 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 be present, or in his
absence by any Vice President of this corporation who may be present, and (b)
whenever, in the judgment of the President, or in his 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


                                       15


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 and 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 the 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 otherwise for
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


                                       16


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 corporation shall have no corporate seal unless otherwise
determined by the Board of Directors.

                         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-


                                       17


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 "Ping" 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) any 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. Procedural 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, a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty.
In the event a Disinterested Quorum makes such a determination, the decision of
the Disinterested Quorum shall be final, and the Director or Officer shall have
no right to appeal.



                                       18


         (c) If the Board does not obtain a final determination of a
Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, within
such sixty-day period, an Authority, as provided in Section 8.04, shall
determine whether the Director's or Officer's conduct constituted a Breach of
Duty and, therefore, whether indemnification should be denied hereunder.

         (d) 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.

         8.04. Determination of Indemnification.

         (a) If an Authority is required 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 vote 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


                                       19


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 a 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 ha been successful on the merits or
otherwise in defense of a Proceeding, for all Expenses incurred in the
Proceeding if the employee was a Party because he or she was an employee of the
Corporation.



                                       20


         (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 n 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


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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. CONFLICTS OF INTEREST

         9.01. Conflict of Interest Policy. No director, officer or other
employee of the corporation shall acquire a cranberry producing property or a
controlling interest in any entity which owns or operates such a property
without first offering the opportunity to purchase such property or controlling
interest to the corporation. This prohibition is not applicable to such
properties or interests owned by any director, officer or employee of the
corporation prior to the date of incorporation of this corporation. This Section
9.01 may only be amended or deleted pursuant to a vote of the corporation's
shareholders.

                             ARTICLE X. AMENDMENTS

         10.01. 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.

         10.02. 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;
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.

         10.03. 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 native vote of not
less than the number of votes 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.







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