CERTIFICATE OF AMENDMENT OF
                      RESTATED ARTICLES OF INCORPORATION OF

                             CHERNE TEST BALL, INC.

         We, the undersigned, LLOYD G. CHERNE and JOAN A. CHERNE, respectively
the president and secretary of CHERNE TEST BALL INC., a corporation subject to
the provisions of Chapter 301, Minnesota Statutes 1953, known as the Minnesota
Business Corporation Act, do hereby certify that a the annual meeting of the
shareholder of said corporation, notice of such meeting, proposal to amend and
nature of such proposal; having been mailed to each shareholder entitled to vote
thereon at least ten days prior to such meeting, held at 11203 North Oakvale
Road, in the city of Hopkins, County of Hennepin as designated in such notice,
on the 30th day of November, 1961, resolutions as hereinafter set forth were
adopted by a majority vote of said shareholders presented in person or by proxy:

         "Resolved that Article I of the restated Articles of Incorporation of
CHERNE TEST BALL, INC. be, and the same hereby is amended to read as follows:

                                    Article I

         The name of this corporation shall be CHERNE INDUSTRIAL, INC.

         Resolved further that the president and secretary of this corporation
be and they hereby are, authorized and directed to make, execute and acknowledge
a certificate under the corporate seal of this corporation, embracing the
foregoing resolutions, and to cause such certificate to be filed for record in
the manner required by law.

         IN WITNESS WHEREOF, we have subscribed our names and caused the
corporate seal of said corporation to be hereto affixed this 11th day of
December, 1961.

In presence of:

/s/ Bette Lou Fritz                    /s/ Lloyd G. Cherne
- ------------------------------         ----------------------------
                                       Lloyd G. Cherne, President
/s/ Glenn E. Johnson

_______________________________        /s/ Joan A. Cherne
                                       -----------------------------
                                       Joan A. Cherne, Secretary

[CORPORATE SEAL AFFIXED]







STATE OF MINNESOTA                  )
                                    )       ss.
COUNTY OF HENNEPIN                  )

         LLOYD G. CHERNE and JOAN A. CHERNE being first duly sworn on oath
depose and say: that they are respectively the president and secretary of CHERNE
TEST BALL, INC., the corporation named in the foregoing certificate; that said
certificate contains a true statement of the action of the shareholders and
board of directors of said corporation, duly held as aforesaid; that the seal
attached is the corporate seal of said corporation; and said certificate is
executed on behalf of said corporation, by its express authority; and they
further acknowledge the same to be their free act and deed and the free act and
deed of said corporation.

                                       /s/ Lloyd G. Cherne
                                       ----------------------------

                                       /s/ Joan A. Cherne
                                       ----------------------------

Subscribed and sworn to before me this 11th day of December, 1961.

                                       /s/ Walter J. Kofski
                                       ----------------------------
                                       Notary Public, Hennepin Co.,
                                       Minnesota
                                       My Commission expires 6/14/64