BYLAWS

                                       OF

                       UNITED PROFESSIONAL SERVICES, INC.





                                    ARTICLE I

                                     OFFICES



                  Section 1. REGISTERED OFFICE. The registered office shall be

established and maintained at the office of United States Corporation Company,

in the City of Madison, in the State of Wisconsin and said corporation shall be

the registered agent of this corporation in charge thereof.



                  Section 2. OTHER OFFICES. The corporation may have other

offices, either within or without the State of Wisconsin, at such place or

places as the Board of Directors may from time to time appoint or the business

of the corporation may require.



                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS



                  Section 1. ANNUAL MEETINGS. Annual meetings of stockholders

for the election of directors and for such other business as may properly come

before the meeting shall be held at such place, either within or without the

State of Wisconsin, as the Board of Directors shall determine and as set forth

in the notice of the meeting.



                  Annual meetings of stockholders shall be held during the

fourth week of March in each year at a time and date to be determined by the

Board of Directors. At each annual meeting, the stockholders shall elect a Board

of Directors and they may transact such other business as may properly come

before the meeting.



                  Section 2. OTHER MEETINGS. Meetings of stockholders for any

purpose or purposes may be called by the President, the Secretary, the Board of

Directors or such other persons as may be authorized by law, and shall be held

at such time and place, within or without the State of Wisconsin, as shall be

stated in the notice of meeting.



                  Section 3. VOTING. Each stockholder entitled to vote in

accordance with the terms of the Articles of Incorporation and in accordance

with the provisions of these By-Laws shall be entitled to one vote, in person or

by proxy, executed in writing by the stockholder or by its duly authorized

attorney in fact, for each share of stock entitled to vote held by such

stockholder. All elections for directors shall be decided by plurality vote; all

other questions shall be decided by majority vote except as otherwise provided

by the Articles of Incorporation or the laws of the State of Wisconsin.



                  Section 4. QUORUM. Except as otherwise required by Law, by the

Articles of Incorporation or by these By-Laws, the presence, in person or by

proxy, of stockholders holding a majority of the stock of the corporation

entitled to vote shall constitute a quorum at all meetings of the stockholders.

In case a quorum shall not be present at any meeting, a majority in interest of

the stockholders entitled to vote thereat, present in person or by proxy, shall

have



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power to adjourn the meeting from time to time, without notice other than

announcement at the meeting until the requisite amount of stock entitled to vote

shall be present; provided, that if the adjournment is for more than thirty days

or if after the adjournment a new record date is fixed for the adjourned

meeting, a notice of the adjourned meeting will be sent to each stockholder of

record entitled to vote at the meeting, as adjourned. At any such adjourned

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