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                                                                     EXHIBIT 3.2

                          EIGHTH AMENDED AND RESTATED
                                    BYLAWS
                                      OF
                              CARVER CORPORATION



                                   ARTICLE I

                                    Offices

     (1)  Registered Office and Registered Agent:  The registered office of the
corporation shall be located in the State of Washington at such place as may be
fixed from time to time by the Board of Directors upon filing of such notices as
may be required by law, and the registered agent shall have a business office
identical with such registered office.

     (2)  Other Offices:  The corporation may have other offices within or
outside the State of Washington at such place or places as the Board of
Directors may from time to time determine.

                                  ARTICLE II

                            Shareholders' Meetings

     (1)  Meeting Place:  All meetings of the shareholders shall be held at the
principal place of business of the corporation, or at such other place as shall
be determined from time to time by the Board of Directors, and the place at
which any such meeting shall be held shall be stated in the notice of the
meeting.

     (2)  Annual Meeting Time:  The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held in May or June of each year at a
date, time and a place to be determined by the Board of Directors, provided that
notification of such date, time and place shall meet the notice requirements
pursuant to Article II (5) hereunder.

     (3)  Annual Meeting - Order of Business:  At the annual meeting of
shareholders, the order of business shall be as follows:

          (a)  Calling the meeting to order.
          (b)  Proof of notice of meeting (or filing waiver).
          (c)  Reading of minutes of last annual meeting.
          (d)  Reports of officers.
          (e)  Reports of committees.
          (f)  Election of directors.

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          (g)  Miscellaneous business.

     (4)  Special Meetings:  Special meetings of the shareholders for any
purpose may be called at any time the President, Board of Directors, or the
holders of not less than one-tenth of all shares entitled to vote at the
meeting.

     (5)  Shareholder Proposals at Annual Meeting: Business may be properly
brought before an annual meeting by a shareholder only upon the shareholder's
timely notice thereof in writing to the Secretary of the corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not later than ninety (90)
days prior to the date one (1) year from the date of the immediately preceding
annual meeting of shareholders. For purposed of the Section 5, any
adjournment(s) or postponement(s) of the original meeting whereby the meeting
will reconvene within thirty (30) days from the original date shall be deemed
for purposes of notice to be a continuation of the original meeting, and no
business may be brought before any reconvened meeting unless pursuant to a
notice which was timely for the meeting on the date as originally scheduled.
Each such notice shall set forth: (a) the name and address of the shareholder
who intends to make the proposal; (b) 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 vote for the
proposal; (c) any material interest of such shareholder in such proposal; and
(d) such other information regarding such proposal as would be required to be
disclosed in solicitations of proxies pursuant to the Securities Exchange Act of
1934, as amended.

     Notwithstanding the foregoing, nothing in this Section 5 shall be
interpreted or construed to require the inclusion of information about any such
proposal in any proxy statement distributed by, at the discretion of, or on
behalf of the Board of Directors.  The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a proposal was not made
in accordance with the foregoing procedures, and if he should so determine, he
shall so declare to the meeting, and any such business not properly brought
before the meeting shall be disregarded.

     (6)  Notice:

          (a)  Notice of the time and place of the annual meeting of
          shareholders shall be given by delivering personally or by mailing a
          written or printed notice of the same, at least ten (10) days, and not
          more than sixty (60) days, prior to the meeting to each shareholder of
          record entitled to vote at such meeting.

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          (b)  At least ten (10) days and not more than sixty (60) days prior to
          the meeting, written or printed notice of each special meeting of
          shareholders, stating the place, day and hour of such meeting, and the
          purpose or purposes for which the meeting is called, shall be
          delivered personally or mailed to each shareholder of record entitled
          to vote at such meeting.

      (7)  Voting Record:  At least ten days before each meeting of
shareholders, a complete record of the shareholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, by voting group, and within each voting group by class or series of
shares, showing the address of and number of shares held by each.  The record
must be available for inspection by any shareholder, beginning ten (10) days
prior to the meeting and continuing through 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, the shareholder's agent, or the
shareholder's attorney is entitled to inspect the list, during regular business
hours and at the shareholder's expense, during the period it is available for
inspection.

     (8)  Quorum:  Except as otherwise required by law:

          (a)  A quorum at any annual or special meeting of shareholders shall
          consist of shareholders present at such meeting representing, either
          in person or by proxy, a majority of the outstanding shares of each
          voting group of the corporation entitled to vote at such meeting.

          (b)  The votes of a majority in interest of those present at any
          properly called meeting or adjourned meeting of shareholders at which
          a quorum as in this paragraph defined is present, shall be sufficient
          to transact business.

     (9)  Voting of Shares: Except as otherwise provided in these Bylaws or to
the extent that voting rights of the shares of any class or classes are limited
or denies by the Articles of Incorporation, each shareholder, on each matter
submitted to a vote at a meeting of shareholders, shall have one vote for each
share of stock registered in his name in the books of the corporation.

     (10)  Fixing Record Date:  For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or entitled to receive payment of any dividend, the Board
of Directors may provide that

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the stock transfer books shall be closed for a stated period not to exceed
seventy (70) days nor less than ten (10) days preceding such meeting.

     (11)  Proxies:  A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after eleven months from the date of its execution
unless otherwise provided in the proxy.

     (12)  Action by Shareholders without a Meeting:  Any action required or
which may be taken at a meeting of shareholders of the corporation may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.  Such consent shall have the same force and effect as a
unanimous vote of shareholders.

     (13)  Waiver of Notice:  A shareholder may waive any notice before or after
the day and time of the meeting that is the subject of such notice or, in the
case of a written consent, before or after the action is effective.  Such waiver
shall be in writing, signed by the shareholder entitled to notice, and be
delivered to the corporation for inclusion in the minutes or filed with the
corporate records.  A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting.

     (14)  Action of Shareholders by Communications Equipment:  Shareholders may
participate in a meeting of shareholders by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time, and participation by such
means shall constitute presence in person at a meeting.


                                  ARTICLE III

                                     Stock

     (1)  Certificates:  Certificates of stock shall be issued in numerical
order, and each shareholder shall be entitled to a certificate signed by the
President or a Vice President, and the Secretary or an Assistant Secretary, and
may be sealed with the seal of the corporation or a facsimile thereof.  The
signatures of such officers may be facsimiles if the certificate is manually
signed on behalf of a transfer agent, or registered by a registrar, other then
the corporation itself or an employee of the corporation.  If an officer who has
signed or whose facsimile

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signature has been placed upon such certificate ceases to be such officer before
the certificate is issued, it may be issued by the corporation with the same
effect as if the person were an officer on the date of issue.

     Each certificate of stock shall state:


          (a)  That the corporation is organized under the laws of  this state;

          (b)  The name of the person to whom issued;

          (c)  The number and class of shares and the
          designation of the series, if any, which such certificate
          represents; and

     (2)  Transfers:

          (a)  Transfers of stock shall be made only upon the stock transfer
          books of the corporation, kept at the registered office of the
          corporation or at its principal place of business, or at the office
          of its transfer agent or registrar.  The Board of Directors may, by
          resolution, open a share register in any state of the United States,
          and may employ an agent or agents to keep such register, and to record
          transfers of share therein.

          (b)  Shares of stock shall be transferred by delivery of the
          certificates therefor, accompanied either by an assignment in writing
          on the back of the certificate or an assignment separate from
          certificate, or by a written power of attorney to sell, assign and
          transfer the same, signed by the holder of said certificate.  No share
          of stock shall be transferred on the books of the corporation until
          the outstanding certificates therefor have been surrendered to the
          corporation.

     (3)  Registered Owner:  Registered shareholders shall be treated by the
corporation as the holders-in-fact of the stock standing in their respective
names and the corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
below or by the laws of the State of Washington.  The Board of Directors may
adopt by resolution a procedure whereby a shareholder of the corporation may
certify in writing to the corporation that all or a portion of the shares
registered in the name of such shareholder are held for the account of a
specified

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person or persons.  The resolution shall set forth:

          (a)  The classification of shareholder who may certify;

          (b)  The purpose of purposes for which the certification may be made;

          (c)  The form of certification and information to be contained
          therein;

          (d) If the certification is with respect to a record date or closing
          of the stock transfer books, the date within which the certification
          must be received by the corporation; and

          (e)  Such other provisions with respect to the procedure as are
          deemed necessary or desirable.

     Upon receipt by the corporation of a certification complying with the
procedure, the persons specified in the certification shall be deemed, for the
purpose or purposes set forth in the certification, to be the holders of record
of the number of shares specified in place of the shareholder making the
certification.

     (4)  Mutilated, Lost or Destroyed Certificates:  In case of any mutilation,
loss or destruction of any certificate of stock, another may be issued in its
place on proof of such mutilation, loss or destruction.  The Board of Directors
may impose conditions on such issuance and may require the giving of a
satisfactory bond or indemnity to the corporation in such sum as it might
determine or establish such other procedures as it deems necessary.

     (5)  Fractional Share or Scrip:  The corporation may:

          (a) issue fractions of a share which shall entitle the holder to
     exercise voting rights, to receive dividends thereon, and to participate in
     any of the assets of the corporation in the event of liquidation;

          (b) arrange for the disposition of fractional interests by those
     entitled thereto;

          (c) pay in cash the fair value of fractions of a share as of the time
     when those entitled to receive such shares are determined; or

          (d) issue scrip in registered or bearer form which shall entitle the
     holder to receive a certificate for a full share upon the surrender of such
     scrip aggregating a full share.


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     (6)  Share of Another Corporation:  Shares owned by the corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the corporation.

                                  ARTICLE IV

                              Board of Directors

     (1)  Number and Powers: The management of all affairs, property and
interest of the corporation shall be vested in a Board of Directors. The Board
of Directors shall consist of seven (7) persons, who shall be elected for a term
of one (1) year, and shall hold office until a successor is elected and
qualified. Directors need not be shareholders of the corporation. In addition to
the powers and authorities by these Bylaws and the Articles of Incorporation
expressly conferred upon it, the Board of Directors may exercise all such powers
of the corporation and do all such lawful acts as are not by statute or by the
Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.

     (2)  Notice of Shareholder Nominees: Nominations of persons for election to
the Board of Directors shall be made only at a meeting of shareholders and only
(i) by the Board of Directors or a committee appointed by the Board of
Directors, or (ii) by any shareholder entitled to vote in the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 2. Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation (i) with respect to an election to be held at an annual meeting of
shareholders, ninety (90) days prior to the date one (1) year from the date of
the immediately preceding annual meeting of shareholders, and (ii) with respect
to an election to be held at a special meeting of shareholders for the election
of directors, the close of business on the tenth (10th) day following the date
on which notice of such meeting is first given to shareholders. For purposes of
this Section 2, any adjournment(s) or postponements(s) of the original meeting
whereby the meeting will reconvene within thirty (30) days from the original
date shall be deemed for purposes of notice to be a continuation of the original
meeting, and no nominations by a shareholder of persons to be elected directors
of the corporation may be made at any such reconvened meeting unless pursuant to
a notice which was timely for the meeting on the date originally scheduled. 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

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nominated; (b) 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 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 be required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to the Securities Exchange Act of 1934, as amended; and (e)
the consent of each nominee to serve as a director of the corporation if so
elected.

     Notwithstanding the foregoing, nothing in this Section 2 shall be
interpreted or construed to require the inclusion of information about any such
nominee in any proxy statement distributed by, at the direction of, or on behalf
of the Board of Directors.  The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedures, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

     (3)  Change of Number:  The number of directors may at any time be
increased or decreased by the shareholders at any annual or special meeting
provided that no decrease shall have the effect of shortening the term of any
incumbent director except as provided in paragraphs (4) and (5) hereunder.

     (4)  Vacancies:  All vacancies in the Board of Directors, whether caused by
resignation, death or otherwise, may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of the Board of
Directors.  A director elected to fill any vacancy shall hold office for the
unexpired term of his predecessor and until his successor is elected and
qualified.  Any directorship to be filled by reason of an increase in the number
of directors may be filled by the Board of Directors for a term of office
continuing only until the next election of directors by the shareholders.

     (5)  Removal of Directors:  At a meeting of shareholders called expressly
for that purpose, the entire Board of Directors, or any member thereof, may be
removed by a vote of the holders of a majority of shares then entitled to vote
at an election of such directors.

     (6)  Regular Meetings:  Regular meetings of the Board of Directors or any
committee may be held without notice at the principal place of business of the
corporation or at such other

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place or places, either within or without the State of Washington, as the Board
of Directors or such committee, as the case may be, may from time to time
designate.  The annual meeting of the Board of Directors shall be held without
notice immediately after the adjournment of the annual meeting of shareholders.

     (7)  Special Meetings:

          (a)  Special meetings of the Board of Directors may be called at any
          time by the President or by any director, to be held at the principal
          place of business of the Corporation or at such other place or places
          as the Board of Directors or the person or persons calling such
          meeting may from time to time designate.  Notice of all special
          meetings of the Board shall be given to each director by one (1) day's
          service of the same by telegram, by letter, by telefax, or personally.
          Such notice need not specify the business to be transacted at, nor the
          purpose of, the meeting.

          (b)  Special meetings of any committee may be called at any time by
          such person or persons and with such notice as shall be specified for
          such committee by the Board of Directors, or in the absence of such
          specification, in the manner and with the notice required for special
          meetings of the Board of Directors.

     (8)  Quorum:  A majority of the whole Board of Directors shall be necessary
at all meetings to constitute a quorum for the transaction of business.

     (9)  Waiver of Notice:  Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.  A waiver of notice must be in
writing, signed by the director or directors entitled to notice, and delivered
to the corporation for inclusion in the minutes or filing with the corporate
records, whether before or after the time stated for the meeting, shall be
equivalent to the giving of notice.

     (10)  Registering Dissent:  A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be
presumed to have assented to such action unless his dissent shall be entered in
the minutes of the meeting, or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting, before the
adjournment thereof, or unless he shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who voted in favor
of such action.

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     (11)  Executive and Other Committees:  The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an Executive Committee and one or more other standing or
special committees. The Executive Committee shall have and may exercise all the
authority of the Board of Directors, and other standing or special committees
may be invested with such powers, subject to such conditions, as the Board of
Directors shall see fit; provided that notwithstanding the above, no committee
of the Board of Directors shall have the authority to:  (a) approve a
distribution except accounting to a general formula or method prescribed by the
Board of Directors; (b) propose to shareholders action that is required by law
to be approved by shareholders; (c) fill vacancies on the Board of Directors or
on any of its committees; (d) amend articles of incorporation; (e) adopt, amend
or repeal bylaws; (f) approve a plan of merger not requiring shareholder
approval; or (g) 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 within the limits specifically prescribed by
the Board of Directors.  The designation of any such committee and the
delegation of authority thereto shall not relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.

     (12)  Remuneration:  No stated salary shall be paid directors, as such, for
their service, but by resolution of the  Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of such Board; provided, that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.  Members of standing or special
committees may be allowed like compensation for attending committee meetings.

     (13)  Action by Directors Without a Meeting:  Any action required or which
may be taken at a meeting of the directors, or of a committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so
taken or to be taken, shall be signed by all of the directors, or all of the
members of the committee, as the case may be.  Such consent shall have the same
effect as a unanimous vote.

     (14)  Action of Directors by Communications Equipment:  Any action required
or which may be taken at a meeting of directors, or of a committee thereof, may
be taken by means of a conference telephone or similar communications equipment
by means of which all persons participating can hear each other during the
meeting.

                                   ARTICLE V

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                                   Officers

     (1)  Designations:  The officers of the corporation shall be a President,
one or more Vice-Presidents (one or more of whom may be Executive Vice-
Presidents), a Secretary and a Treasurer, and such Assistant Secretaries and
Assistant Treasurers as the Board may designate, who shall be elected for one
year by the directors at their its first meeting after the annual meeting of
shareholders, and who shall hold office until their successors are elected and
qualified.  Any two or more offices may be held by the same person.

     (2)  The President: The President shall preside at all meetings of
shareholders and directors, shall have general supervision of the affairs of the
corporation, and shall perform all such other duties as are incident to his
office or are properly required of him by the Board of Directors.

     (3)  Vice Presidents:  During the absence of disability of the President,
the Executive Vice-Presidents, if any, and the Vice-Presidents in the order
designated by the Board of Directors, shall exercise all the functions of the
President. Each Vice-President shall have such powers and discharge such duties
as may be assigned to him from time to time by the Board of Directors.

     (4)  Secretary and Assistant Secretaries:  The Secretary shall issue
notices for all meetings, except for notices for special meetings of the
shareholders and special meetings of the directors which are called by the
requisite number of shareholders or directors; shall keep minutes of all
meetings, shall have charge of the seal and the corporate books, and shall make
such reports and perform such other duties as are incident to his office, or are
properly required of him by the Board of Directors.  The Assistant Secretary, or
Assistant Secretaries in the order designated by the Board of Directors, shall
perform all of the duties of the Secretary during the absence or disability of
the Secretary, and at other times may perform such duties as are directed by the
President or the Board of Directors.

     (5)  The Treasurer:  The Treasurer shall have the custody of all moneys and
securities of the corporation and shall keep regular books of account.  He shall
disburse the funds of the corporation in payment of the just demands against the
corporation or as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Board of Directors from
time to time as may be required of him an account of all his transactions as
Treasurer and of the financial conditions of the corporation.  He shall perform
such other duties incident to his office or that are properly required of him by
the Board of Directors.  The Assistant Treasurer, or Assistant

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Treasurers in the order designated by the Board of Directors, shall perform all
of the duties of the Treasurer in the absence or disability of the Treasurer,
and at other times may perform such other duties as are directed by the
President or the Board of Directors.

     (6)  Delegation:  In the case of absence or inability to act of any officer
of the corporation and of any person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers or duties of such
officer to any other officer or any director or other person whom it may select.

     (7)  Vacancies:  Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.

     (8)  Other Officers: Directors may appoint such other officers and agents
as it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

     (9)  Term - Removal: The officers of the corporation shall hold office
until their successors are appointed and qualified. Any officer or agent elected
or appointed by the Board of Directors may be removed at any time, with or
without cause, by the affirmative vote of a majority of the whole Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed.

     (10)  Bonds:  The Board of Directors may, be resolution, require any and
all of the officers to give bonds to the corporation, with sufficient surety or
sureties, conditioned for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.


                                  ARTICLE VI

                           Distributions and Finance

     (1)  Distributions:  The Board of Directors may authorize a distribution of
money or other property to the corporation's shareholders in the form of a
dividend or a purchase, redemption or other acquisition of the corporation's
shares; provided that no distribution may be made if, after giving it effect,
either:

          (a)  the corporation would not be able to pay its debts as they become
          due in the usual course of business; or

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          (b)  the corporation's total assets would be less than the sum of its
          total liabilities plus the amount which would be needed to satisfy any
          shareholder's preferential rights in liquidation if the corporation is
          in the process of liquidation at the time of the authorization of the
          distribution.

     The stock transfer books may be closed for the making of distributions
during such periods of not exceeding seventy (70) days, as from time to time may
be fixed by the Board of Directors.  The Board of Directors, however, without
closing the books of the corporation, may authorize distribution to only the
holders of record at the close of business, on any business day not more than
seventy (70) days prior to the date on which distribution is made.

     (2)  Measure of Effect of Distribution:  For purposes of determining
whether a distribution may be authorized by the Board of Directors and paid by
the corporation under Article VI, paragraph (1) of these bylaws, the effect of
distribution is measured, (a) in the case of a distribution by purchase,
redemption or other acquisition if the corporation's shares, as of the earlier
of (i) the date on which the money or other property is transferred to the
shareholders or the date on which the debt is incurred by the corporation; or
(ii) the date on which the shareholder ceases to be a shareholder with respect
to the acquired shares; and (b) in any other case, (i) as of the date on which
the distribution is authorized, if payment occurs within one hundred twenty
(120) days thereafter; or (ii) the date of payment if such date occurs more than
one hundred twenty (120) days after the date of authorization.

     (3)  Reserves:  Before making any distribution, there may be set aside out
of the sum available to the corporation for  distribution such sum or sums as
the directors from time to time in their absolute discretion deem expedient as a
reserve fund to meet contingencies, or for equalizing distributions, or for
maintaining any property of the corporation, or for any other purpose.  Any sum
in any year which is not distributed in that year shall be deemed to have been
thus set aside until otherwise disposed of by the Board of Directors.

     (4)  Depositories:  The moneys of the corporation shall be deposited in the
name of the corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check in other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.


                                  ARTICLE VII

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                                    Notices

     Except as may otherwise be required by law, any notice to any shareholder
or director may be delivered personally or by mail.  If mailed, the notice shall
be deemed to have been delivered when deposited in the United States mail,
addressed to the addressee at his last known address in the records of the
corporation, with postage thereon prepaid.

                                 ARTICLE VIII

                                     Seal

     The corporate seal of the corporation shall be in such form and bear such
inscription as may be adopted by resolution of the Board of Directors, or by
usage of the officers on behalf of the corporation.


                                  ARTICLE IX

                    Indemnification of Officers, Directors,
                             Employees and Agents

     (1)  Definitions:  As used in this Article:

          (a)  "Action" means any actual or threatened claim, suit or
     proceeding, whether civil, criminal, administrative or investigative.

          (b)  "Another Enterprise" means a corporation (other than the
     Corporation), partnership, joint venture, trust, association, committee,
     employee benefit plan or other group or entity.

          (c)  "Corporation" means Carver Corporation and any predecessor to it
     and any constituent corporation (including any constituent of a
     constituent) absorbed by the Corporation in a consolidation or merger.

          (d)  "Director or Officer" means each person who is serving or who has
     served as a director or officer of the Corporation or, at the request of
     the Corporation, as a director, officer, employee or agent of Another
     enterprise.

          (e)  "Indemnitee" means each person who was, is or is threatened to be
     made a party to or is involved (including without limitation, as a witness)
     in an Action because the person is or was a Director or Officer of the
     Corporation.

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          (f)  "Loss" means loss, liability, expenses (including attorneys'
     fees), judgements, fines, ERISA excise taxes or penalties and amounts to be
     paid in settlement, actually and reasonably incurred or suffered by
     Indemnitee in connection with an Action.

     (2)  Right to Indemnification: The Corporation shall indemnify and hold
each Indemnitee harmless against all Loss except for Losses arising out of: (a)
the Indemnitee's acts or omissions finally adjudged to be intentional misconduct
or a knowing violation of law, (b) the Indemnitee's approval of certain
distributions or loans which are finally adjudged to be in violation of RCW
23B.08.310, or (c) any transaction in which it is finally adjudged that the
Indemnitee personally received a benefit in money, property or services to which
the Indemnitee was not legally entitled. Except as provided in Section (4) of
this Article, the Corporation shall not indemnify an Indemnitee in connection
with an Action (or part thereof) initiated by the Indemnitee unless such Action
(or part thereof) was authorized by majority vote of a quorum consisting of
directors not at the time parties to such Action. If, after the effective date
of this Article, the Washington Business Corporation Act is amended to authorize
further indemnification of directors or officers, then Directors and Officers of
this Corporation shall be indemnified to the fullest extent permitted by the
Washington Business Corporation Act, as so amended.

     (3)  Burden of Proof and Procedure for Payment:

          (a)  The Indemnitee shall be presumed to be entitled to
          indemnification under this Article upon submission of a written claim
          (including a claim for expenses incurred in defining any Action in
          advance of its final disposition, where the undertaking in (b) below
          has been tendered to the corporation), and thereafter the Corporation
          shall have the burden of proof to overcome the presumption that the
          Indemnitee is so entitled.

          (b)  The right indemnification conferred in this Article shall include
          the right to be paid by the corporation all expenses (including
          attorneys' fees) incurred in defending any Action in advance of its
          final disposition; provided, however, that the payment of such
          expenses in advance of the final disposition of an Action shall be
          made upon delivery to the Corporation of an undertaking, by or on
          behalf of such Director or Officer, to repay all amounts so advanced
          if it shall ultimately be determined that such Director or Officer is
          not entitled to be indemnified under this Article or otherwise.

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     (4)  Right of Indemnitee to Bring Suit:  If a claim under this Article is
not paid in full by the corporation within 60 days after a written claim has
been received by the Corporation, except in the case of a claim for expenses
incurred in defending a proceeding in advance of its final disposition, in which
case the applicable period shall be 20 days, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, to the extent successful in whole or in part, the Indemnitee
shall be entitled to be paid also the expense of prosecuting such claim.
Neither the failure of the Corporation (including its Board of Directors, its
shareholders or independent legal counsel) to have made a determination prior to
the commencement of such action that indemnification of or reimbursement or
advancement of expenses to the claimant is proper in the circumstances, nor an
actual determination by the Corporation (including its board of directors, its
shareholders or independent legal counsel) that the Indemnitee is not entitled
to indemnification or to the reimbursement or advancement of expenses, shall be
a defense to the action or create a presumption that the Indemnitee is not so
entitled.

     (5)  Nonexclusivity of Rights:  The right to indemnification and the
payment of expenses incurred in defining an Action in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any stature, provision of
the Articles of Incorporation, Bylaws, agreement, vote of shareholders or
disinterested directors or otherwise.

     (6)  Insurance, Contracts and Funding:  The Corporation may maintain
insurance, at its expense, to protect itself and any Director, Officer, employee
or agent of the Corporation or Another Enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Washington Business
Corporation Act. The Corporation may, without further shareholder action, enter
into contracts with any Director or Officer of the Corporation in furtherance of
the provisions of this Article, and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.

     (7)  Indemnification of Employees and Agents of the Corporation: The
Corporation may, by action of its board of directors from time to time, provide
indemnification and pay expenses in advance of the final disposition of an
Action to employees and agents of the Corporation with the same scope and effect
as the provisions of this Article with respect to the indemnification and
advancement of expenses of Directors and

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Officers of the corporation or pursuant to rights granted pursuant to, or
provided by, the Washington Business Corporation Act or otherwise.

     (8)  Contract Right:  Rights of indemnification under this Article shall
continue as to an Indemnitee who has ceased to be a director or Officer and
shall insure to the benefit of his or her heirs, executors and administrators.
The right to indemnification conferred in this Article shall be a contract right
upon which each Director or Officer shall be presumed to have relied on in
determining to serve or to continue to serve as such. Any amendment to or repeal
of this Article shall not adversely affect any right or protection of a Director
or Officer of the Corporation for or with respect to any acts or omissions of
such Director or Officer occurring prior to such amendment or repeal.

     (9)  Severability:  If any provision of this Article or any application
thereof shall be invalid, unenforceable or contrary to applicable law, the
remainder of this Article, or the application of such provisions to persons or
circumstances other than those as to which it is held invalid, unenforceable or
contrary to applicable law, shall not be affected thereby and shall continue in
full force and effect.


                                   ARTICLE X

                               Books and Records

     The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders and Board
of Directors (and committees thereof); and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each. Any books,
records, and minutes may be in written form within a reasonable time.

                                  ARTICLE XI

                                  Amendments

     (1)  By Shareholders:  These Bylaws may be altered, amended or repealed by
the affirmative vote of a majority of the voting stock issued and outstanding at
any regular or special meeting of the shareholders.

     (2)  By Directors:  The Board of Directors shall have power to make, alter,
amend and repeal by the Bylaws of this

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corporation. However any such Bylaws, or any alteration, amendment or repeal of
the Bylaws, may be changed or repealed by the holders of a majority of the stock
entitled to vote at any shareholders' meeting.

     (3)  Emergency Bylaws:  The Board of Directors may adopt emergency Bylaws,
subject to repeal or change by action of the shareholders, which shall be
operative during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or any nuclear or atomic disaster.


     Amended and restated as of June 5, 1996.



     /s/John P. World

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