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                                     BY-LAWS

                                       OF

                       NEW-FLOW INTERNATIONAL CORPORATION


                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

        Section 1. ANNUAL MEETING. An annual meeting of the shareholders of
this Corporation shall be held each year within 120 days after the close of
the immediately preceding fiscal year of the Corporation or at such other
time specified by the Board of Directors. If the Corporation is required to
hold an annual meeting of shareholders for the purpose of electing directors,
the meeting shall be held no later than 120 days after the occurrence of the
event requiring the meeting. The failure to hold an annual meeting at the
time stated or fixed in accordance with these By-laws does not affect the
validity of any corporate action.

        Section 2. SPECIAL MEETINGS. Except as otherwise provided by law,
special meetings of shareholders of this Corporation shall be held whenever
called by any officer or by the Board of Directors or one or more
shareholders who hold at least ten percent (10%) of all shares entitled to
vote on any issue proposed to be considered at the meeting.

        Section 3. PLACE OF MEETINGS. The Board of Directors may designate
any place, either within or without the State of Washington, as the place of
meeting for any annual meeting or for any special meeting, pursuant to proper
notice.

        Section 4. NOTICE. Written notice of each shareholders' meeting
stating the date, time, and place and, in case of a special meeting, the
purpose(s) for which such meeting is called, shall be given by the
Corporation not less than ten (10) (unless a greater period of notice is
required by law in a particular case) nor more than sixty (60) days prior to
the date of the meeting, to each shareholder of record entitled to vote at
such meeting unless required by law to send notice to all shareholders
(regardless of whether or not such shareholders are entitled to vote), to the
shareholder's address as it appears on the current record of shareholders of
this Corporation.

        Section 5. WAIVER OF NOTICE. A shareholder may waive any notice
required to be given by these By-laws, or the Articles of Incorporation of
this Corporation, or any of the corporate laws of the State of Washington,
before or after the meeting that is the subject of such notice. A valid
waiver is created by any of the following three methods: (a) in writing,
signed by the shareholder entitled to the notice and delivered to the
Corporation for inclusion in its corporate records; (b) attendance at the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; or (c) failure to
object at

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the time of presentation of a matter not within the purpose or purposes
described in the meeting notice.

        Section 6. SHAREHOLDERS' LIST. The officer having charge of the stock
ledger of the Corporation shall make, beginning ten (10) days prior to the
meeting and continuing through the meeting of the shareholders, a complete
list of the shareholders entitled to vote at such meeting arranged in
alphabetical order, showing the address of each shareholder and the number of
shares registered in the name of each shareholder, and must be arranged by
voting group, and within each voting group by class or series of shares. The
list must be available for inspection at the Corporation's principal office
or at a place identified in the meeting notice in the city where the meeting
will be held. Such list shall be available for inspection by any shareholder,
a shareholder's agent or a shareholder's attorney for any purpose germane to
the meeting, during regular business hours, and at the shareholder's expense,
during the period it is available for inspection. The list shall also be
produced and available at the meeting or any adjournment, and may be
inspected by any shareholder, the shareholder's agent, or the shareholder's
attorney who is present.

        Section 7. QUORUM OF SHAREHOLDERS. Except as otherwise provided in
the Washington Business Corporation Act (the "Act") or the Articles of
Incorporation, at any meeting of the shareholders, a majority in interest of
all the shares entitled to vote on a matter, represented by shareholders of
record in person or by proxy, shall constitute a quorum of that voting group
for action on that matter.

        Once a share is represented at a meeting, other than solely to object
to holding the meeting or transacting business, it is deemed to be present
for quorum purposes 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. At such reconvened meeting, any business may be transacted that
might have been transacted at the meeting as originally notified.

        If a quorum exists, action on a matter is approved by a voting group
if the votes cast within the voting group favoring the action exceed the
votes cast within the voting group opposing the action, unless the question
is one upon which by express provision of the Act or other applicable law or
of the Articles of Incorporation or of these By-laws a different vote is
required.

        Section 8. ADJOURNED MEETINGS. A majority of the shares represented
at the meeting, even if less than a quorum, may adjourn the meeting from time
to time. At such reconvened meeting at which a quorum is present any business
may be transacted at the meeting as originally notified. If a meeting is
adjourned to a different date, time, or place, notice need not be given of
the new date, time, or place if a new date, time, or place is announced at
the meeting before adjournment; however, if a new record date for the
adjourned meeting is or must be fixed in accordance with the corporate laws
of the State of Washington, notice of the adjourned meeting must be given to
persons who are shareholders as of the new record date.

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        Section 9. VOTING. Subject to the provisions of the Act and other
applicable laws of the State of Washington, and unless otherwise provided in
the Articles of Incorporation, each outstanding share, regardless of class,
is entitled to one (1) vote on each matter voted on at a shareholders'
meeting.

        Section 10. PROXIES. Shareholders of record may vote at any meeting
either in person or by proxy executed in writing. A proxy is effective when
received by the person authorized to tabulate votes for the Corporation. A
proxy is valid for eleven (11) months unless a longer period is expressly
provided in the proxy.. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A proxy may be
made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation
generally. Any proxy is suspended when the person executing the proxy is
present at a meeting of shareholders and elects to vote, except that when
such proxy is coupled with an interest and the fact of the interest appears
on the face of the proxy, the agent named in the proxy shall have all voting
and other fights referred to in the proxy, notwithstanding the presence of
the person executing the proxy. At each meeting of the shareholders, and
before any voting commences, all proxies filed at or before the meeting shall
be submitted to and examined by the secretary or a person designated by the
secretary, and no shares may be represented or voted under a proxy that has
been found to be invalid or irregular.

        Section 11. BUSINESS BROUGHT BEFORE AN ANNUAL MEETING. At an annual
meeting of the shareholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before
an annual meeting, business must be (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the board of
directors, (ii) brought before the meeting by or at the direction of the
board of directors, or (iii) otherwise properly brought before the meeting by
a shareholder. For business to be properly brought before an annual meeting
by a shareholder, the shareholder must have given 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 less than sixty (60) days nor more than
ninety (90) days prior to the meeting; PROVIDED, HOWEVER, that in the event
that less than seventy days' notice or prior public announcement of the date
of the meeting is given or made to shareholders, notice by the shareholder to
be timely must be so received not later than the close of business on the
tenth (10th) day following the date on which such notice of the date of the
annual meeting was mailed or such public announcement was made A
shareholder's notice to the secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting,
(ii) the name and address, as they appear on the corporation's books, of the
shareholder proposing such business, (iii) the class and number of shares of
the corporation which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business. Notwithstanding
anything in these by-laws to the contrary, no business shall be conducted at
an annual meeting except in accordance with the procedures set forth in this
Section 11. The presiding officer of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this
Section 11; and if he should so determine, he shall

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so declare to the meeting and any such business not properly brought before
the meeting shall not be transacted. For purposes of this Section 11, "public
announcement" shall mean disclosure in a press release reported by Dow Jones
News Service, Associated Press or a comparable national news service. Nothing
in this Section 11 shall be deemed to affect any fights of shareholders to
request inclusion of proposals in the corporation's proxy statement pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

                                   ARTICLE II

                                    DIRECTORS

        Section 1. GENERAL POWERS. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the Board of Directors, except as
otherwise provided by its Articles of Incorporation.

        Section 2. NUMBER, ELECTION AND TERM OF OFFICE. The number of
directors which shall constitute the Board shall be such as from time to time
shall be fixed by resolution adopted by the affirmative vote of 70% of the
total number of directors then in office but in no event shall such number be
greater than nine (9) directors. The directors shall be elected by a
plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote in the election of directors;
provided that, whenever the holders of any class or series of capital stock
of the Corporation are entitled to elect one or more directors pursuant to
the provisions of the Articles of Incorporation of the Corporation, such
directors shall be elected by a plurality of the votes of such class or
series present in person or represented by proxy at the meeting and entitled
to vote in the election of such directors. Directors need not be shareholders
of this Corporation or residents of the State of Washington, but must have
reached the age of majority. The terms of the initial directors expire at the
first shareholders' meeting at which directors are elected. The directors
shall be elected by the shareholders at each annual shareholders' meeting to
hold office until the next annual meeting of the shareholders and until their
respective successors are elected and qualified. If, for any reason, the
directors shall not have been elected at any annual meeting, they may be
elected at a special meeting of shareholders called for that purpose in the
manner provided by these By-laws.

        Section 3. REMOVAL AND RESIGNATION. Any director of this Corporation
may resign at any time by giving written notice to the Board of Directors,
its Chairman, the President, or Secretary of this Corporation. Any such
resignation is effective when the notice is delivered, unless the notice
specifies a later effective date. The shareholders, at a special meeting
called expressly for that purpose, may remove from office with or without
cause one or more directors and elect their successors. Shareholders may
remove one or more directors without cause only in accordance with the
Corporation's Articles of Incorporation. A director may be removed only if
the number of votes cast for removal exceeds the number of votes cast against
removal.

        Section 4. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the total number of directors may be filled by
the Board of Directors. The term of a

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director elected to fill a vacancy expires at the next shareholders' meeting
at which directors are elected.

        Section 5.  NOMINATIONS.

               (a) Only persons who are nominated in accordance with the
procedures set forth in these by-laws shall be eligible to serve as
directors. Nominations of persons for election to the board of directors of
the corporation may be made at a meeting of shareholders (i) by or at the
direction of the board of directors or (ii) by any shareholder of the
corporation who was a shareholder of record at the time of giving of notice
provided for in this by-law, who is entitled to vote for the election of
directors at the meeting and who shall have complied with the notice
procedures set forth below in Section 5(b).

               (b) In order for a shareholder to nominate a person for
election to the board of directors of the corporation at a meeting of
shareholders, such shareholder shall have delivered timely notice of such
shareholder's intent to make such nomination 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) in the case of an annual meeting, not less than sixty (60) nor more than
ninety (90) days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the
annual meeting is changed by more than thirty (30) days from such anniversary
date, notice by the shareholder to be timely must be so received not later
than the close of business on the tenth (10th) day following the earlier of
the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting was made, and (ii) in the case of a special meeting
at which directors are to be elected, not later than the close of business on
the tenth (10th) day following the earlier of the day on which notice of the
date of the meeting was mailed or public announcement of the meeting was
made. Such shareholder's notice shall set forth (i) as to each person whom
the shareholder proposes to nominate for election as a director at such
meeting all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each ease pursuant to Regulation 14A under the
Exchange Act (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (ii)
as to the shareholder giving the notice (A) the name and address, as they
appear on the corporation's books, of such shareholder and 03) the class and
number of shares of the corporation which are beneficially owned by such
shareholder and also which are owned of record by such shareholder; and (iii)
as to the beneficial owner, if any, on whose behalf the nomination is made,
(A) the name and address of such person and (B) the class and number of
shares of the corporation which are beneficially owned by such person. At the
request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary of the
corporation that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee.

               (c) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 5. 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
procedures prescribed by this Section 5, and if he should so

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determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. A shareholder seeking to nominate a person to serve as
a director must also comply with all applicable requirements of the Exchange
Act, and the rules and regulations thereunder with respect to the matters set
forth in this Section 5.

        Section 6. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such places, and at such times as the Board by
vote may determine, and, if so determined, no notice thereof need be given.

        Section 7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time or place whenever called by any officer or
one (1) or more directors, notice thereof being given to each director by the
officer calling or by the officer directed to call the meeting.

        Section 8. NOTICE. No notice is required for regular meetings of the
Board of Directors. Notice of special meetings of the Board of Directors,
stating the date, time, and place thereof, shall be given at least two (2)
days prior to the date of the meeting. The purpose of the meeting need not be
given in the notice. Such notice may be oral or written.

        Section 9. WAIVER OF NOTICE. A director may waive notice of a special
meeting of the Board either before or after the meeting, and such waiver
shall be deemed to be the equivalent of giving notice. The waiver must be in
writing, signed by the director and entitled to the notice and delivered to
the Corporation for inclusion in its corporate records. Attendance of a
director at a meeting shall constitute waiver of notice of that meeting
unless said director attends for the express purpose of objecting to the
transaction of business because the meeting has not been lawfully called or
convened.

        Section 10. CHAIRMAN OF THE BOARD, QUORUM, REQUIRED VOTE AND
ADJOURNMENT. The Board of Directors shall elect, by the affirmative vote of
70% of the total number of directors then in office, a chairman of the Board,
who shall preside at all meetings of the shareholders and Board of Directors
at which he or she is present. If the chairman of the Board is not present at
a meeting of the shareholders or the Board of Directors, the president (if
the president is a director and is not also the chairman of the Board) shall
preside at such meeting, and, if the president is not present at such
meeting, a majority of the directors present at such meeting shall elect one
of their members to so preside. A majority of the total number of directors
then in office shall constitute a quorum for the transaction of business.
When a quorum is present at any meeting, a majority of the members present
thereat shall decide any question brought before such meeting, except as
otherwise provided by the Act, the Articles of Incorporation or by these
By-laws.

        Section 11. ADJOURNMENT. A majority of the directors present, even if
less than a quorum, may adjourn a meeting and continue it to a later time.
Notice of the adjourned meeting or of the business to be transacted thereat,
other than by announcement, shall not be necessary. At any adjourned meeting
at which a quorum is present, any business may be transacted which could have
been transacted at the meeting as originally called.

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        Section 12. COMMITTEES. The Board of Directors, by resolution adopted
by two-thirds of the full Board of Directors, may designate from among its
members an Executive Committee and one or more other committees, each of
which:

               a.   Must have two (2) or more members;

               b.   Must be governed by the same rules regarding meetings,
        action without meetings, notice, and waiver of notice, and quorum and
        voting requirements as applied to the Board of Directors; and

               c.   To the extent provided in such resolution, shall have and
        may exercise all the authority of the Board of Directors, except no such
        committee shall have the authority to:

                    (1)   Authorize or approve a distribution except according
               to a general formula or method prescribed by the Board of
               Directors;

                    (2)   Approve or propose to shareholders action which the
               Washington Business Corporation Act (the "Act") requires to be
               approved by shareholders;

                    (3)   Fill vacancies on the Board of Directors or on any of
               its committees;

                    (4)   Amend the Articles of Incorporation;

                    (5)   Adopt, amend, or repeal the By-laws;

                    (6)   Approve a plan of merger not requiring shareholder
               approval; or

                    (7)   Authorize or approve the issuance or sale or contract
               for sale of shares, or determine the designation and relative
               rights, preferences, and limitations on a class or series of
               shares, except that the Board of Directors may authorize a
               committee, or a senior executive officer of the Corporation, to
               do so within limits specifically prescribed by the Board of
               Directors.

        Section 13. COMMUNICATIONS EQUIPMENT. Members of the Board of
Directors or any committee thereof may participate in and act at any meeting
of such board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear and speak with each other, and participation in the meeting
pursuant to this Section 13 shall constitute presence in person at the
meeting.

        Section 14. PRESUMPTION OF ASSENT. A director of this Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless:

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               a.   The director objects at the beginning of the meeting, or
        promptly upon the director's arrival, to holding it 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 shall file written dissent or abstention with
        the presiding officer of the meeting before its adjournment or to the
        Corporation within a reasonable time after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

        Section 15. COMPENSATION. By resolution of the Board of Directors,
each director may be paid expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as director, or a
fixed sum for attendance at each meeting of the Board of Directors, or both.
No such payment shall preclude any director from serving this Corporation in
any other capacity and receiving compensation therefor.

        Section 16. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by
the restated certificate of incorporation, any action required or permitted
to be taken at any meeting of the board of directors, or of any committee
thereof, may be taken without a meeting if all members of the board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

                                   ARTICLE III

                                    OFFICERS

        Section 1. NUMBER. The officers of the Corporation shall be appointed
by the Board of Directors and shall consist of a chief executive officer, a
president, one or more vice-presidents, a secretary, a chief financial
officer, a treasurer and such other officers and assistant officers as may be
deemed necessary or desirable by the Board of Directors. Such other officers
and assistant officers as may be necessary may also be appointed by a duly
appointed officer to whom such authority has been delegated by Board
resolution. Any number of offices may be held by the same person. In its
discretion, the Board of Directors may choose not to fill any office for any
period as it may deem advisable, except that the offices of president and
secretary shall be filled as expeditiously as possible.

        The Board of Directors in its discretion may elect a Chairman from
amongst its members to serve as Chairman of the Board of Directors, who, when
present shall preside at all meetings of the Board of Directors, and who
shall have such other powers as the Board may determine.

        Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be appointed annually by the Board of Directors at its first meeting held
after each annual meeting

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of shareholders or as soon thereafter as convenient. Vacancies may be filled
or new offices created and filled at any meeting of the Board of Directors.
Each officer shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.

        Section 3. REMOVAL. Any officer appointed by the Board of Directors
may be removed by the Board of Directors with or without cause at its
discretion, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

        Section 4. VACANCIES. If any office becomes vacant by any reason, the
directors may appoint a successor or successors who shall hold office for the
unexpired term. Any vacancy occurring in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors.

        Section 5. COMPENSATION AND CONTRACT RIGHTS. Compensation of all
executive officers shall be approved by the Board of Directors, and no
officer shall be prevented from receiving such compensation by virtue of his
or her also being a director of the Corporation. The appointment of an
officer shall not of itself create contract rights.

        Section 6. CHIEF EXECUTIVE OFFICER. The chief executive officer shall
have the powers and perform the duties incident to that position. Subject to
the powers of the Board of Directors, he shall be in the general and active
charge of the entire business and affairs of the Corporation, and shall be
its chief policy making officer. He shall preside at all meetings of the
Board of Directors and shareholders and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
provided in these By-laws. The chief executive officer is authorized to
execute bonds, mortgages and other contracts requiring a seal, under the seal
of the Corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall
be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation. Whenever the president is unable to serve, by
reason of sickness, absence or otherwise, the chief executive officer shall
perform all the duties and responsibilities and exercise all the powers of
the president.

        Section 7. THE PRESIDENT. The president of the Corporation shall,
subject to the powers of the Board of Directors and the chairman of the
Board, have general charge of the business, affairs and property of the
Corporation, and control over its officers, agents and employees; and shall
see that all orders and resolutions of the Board of Directors are carried
into effect. The president is authorized to execute bonds, mortgages and
other contracts requiting a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the Corporation.
The president shall have such other powers and perform such other duties as
may be prescribed by the chief executive officer, the Board of Directors or
as may be provided in these By-laws.

        Section 8. VICE-PRESIDENTS. The vice-president, or if there shall be
more than one, the vice-presidents in the order determined by the Board of
Directors or the chairman of the Board,

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shall, in the absence or disability of the president, act with all of the
powers and be subject to all the restrictions of the president. The
vice-presidents shall also perform such other duties and have such other
powers as the Board of Directors, the chief executive officer, the president
or these By-laws may, from time to time, prescribe. The vice-presidents may
also be designated as executive vice-presidents or senior vice-presidents, as
the Board of Directors may from time to time prescribe.

        Section 9. THE SECRETARY AND ASSISTANT SECRETARIES. The secretary
shall attend all meetings of the Board of Directors, all meetings of the
committees thereof and all meetings of the shareholders and record all the
proceedings of the meetings in a book or books to be kept for that purpose or
shall ensure that his or her designee attends each such meeting to act in
such capacity. Under the chairman of the Board's supervision, the secretary
shall give, or cause to be given, all notices required to be given by these
By-laws or by law; shall have such powers and perform such duties as the
Board of Directors, the chief executive officer, the president or these
By-laws may, from time to time, prescribe; and shall have custody of the
corporate seal of the Corporation. The secretary, or an assistant secretary,
shall authenticate records of the Corporation and shall have authority to
affix the corporate seal to any instrument requiring it and when so affixed,
it may be attested by his or her signature or by the signature of such
assistant secretary, The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing
by his or her signature. The assistant secretary, or if there be more than
one, any of the assistant secretaries, shall in the absence or disability of
the secretary, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as the Board
of Directors, the chief executive officer, the president, or secretary may,
from time to time, prescribe.

        Section 10. THE CHIEF FINANCIAL OFFICER. The chief financial officer
shall have the custody of the corporate funds and securities; shall keep full
and accurate all books and accounts of the Corporation as shall be necessary
or desirable in accordance with applicable law or generally accepted
accounting principles; shall deposit all monies and other valuable effects in
the name and to the credit of the Corporation as may be ordered by the
chairman of the Board or the Board of Directors; shall cause the funds of the
Corporation to be disbursed when such disbursements have been duly
authorized, taking proper vouchers for such disbursements; and shall render
to the Board of Directors, at its regular meeting or when the Board of
Directors so requires, an account of the Corporation; shall have such powers
and perform such duties as the Board of Directors, the chief executive
officer, the president or these By-laws may, from time to time, prescribe. If
required by the Board of Directors, the chief financial officer shall give
the Corporation a bond (which shall be rendered every six years) in such sums
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of chief
financial officer and for the restoration to the Corporation, in case of
death, resignation, retirement, or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in the possession or
under the control of the chief financial officer belonging to the Corporation.

        Section 11. TREASURER. The treasurer shall, in the absence or disability
of the chief financial officer, act with all of the powers and be subject to all
the restrictions of the chief

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financial officer. The treasurer shall also perform such other duties and
have such other powers as the Board of Directors, the chief executive
officer, the chief financial officer or these By-laws may, from time to time,
prescribe.

        Section 12. OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such
duties as may from time to time be prescribed by resolution of the Board of
Directors.

        Section 13. ABSENCE OR DISABILITY OF OFFICERS. In the case of the
absence or disability of any officer of the Corporation and of any person
hereby authorized to act in such officer's place during such officer's
absence or disability, the Board of Directors may by resolution delegate the
powers and duties of such officer to any other officer or to any director, or
to any other person selected by it.

                                   ARTICLE IV

                       CERTIFICATES AND TRANSFER OF STOCK

        Section 1. ISSUANCE; CERTIFICATES OF SHARES. No shares of this
Corporation shall be issued unless authorized by the Board. Such
authorization shall include the maximum number of shares to be issued, the
consideration to be received, and a statement that the Board considers the
consideration to be adequate. Certificates for shares of the Corporation
shall be in such form as is consistent with the provisions of the Act and
shall state:

               a.   The name of the Corporation and that the Corporation is
         organized under the laws of the State of Washington;

               b.   The name of the person to whom issued; and

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

        The certificate shall be signed by original or facsimile signature of
two officers of the Corporation, and the seal of the Corporation may be
affixed thereto. If the person who signed, either manually or in facsimile, a
certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.

        Section 2. TRANSFER OF STOCK. Shares of stock may be transferred by
delivery of the certificate accompanied by either an assignment in writing on
the back of the certificate or by a written power of attorney to assign and
transfer the same on the books of this Corporation, signed by the record holder
of the certificate. The shares shall be transferable on the books of this
Corporation upon surrender thereof so assigned or endorsed. The board of
directors may appoint a bank or trust company organized under the laws of the
United States or any state

                                     -11-

<PAGE>

thereof to act as its transfer agent or registrar, or both in connection with
the transfer of any class or series of securities of the corporation.

        Section 3. LOSS OR DESTRUCTION OF CERTIFICATES. In case of the loss,
mutilation, or destruction of a certificate of stock, a duplicate certificate
may be issued upon such terms as the Board of Directors shall prescribe.

        Section 4. RECORD DATE AND TRANSFER BOOKS. For the purpose of
determining shareholders who are entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may fix in advance a
record date for any such determination of shareholders, such date in any case
to be not more than seventy (70) days and, in case of a meeting of
shareholders, not less than ten (10) 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 for such purposes, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.

        When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date, which it must do if the meeting is adjourned more than one
hundred twenty (120) days after the date fixed for the original meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

        Section 1. DISTRIBUTIONS. Distributions may be authorized by the
Board of Directors at any regular or special meeting and made by the
Corporation, subject to the provisions of the Articles of Incorporation, if
any, and in accordance with the Act. No distribution may be paid if, after
giving it effect: (i) the Corporation would not be able to pay its debts as
they become due in the usual course; or the Corporation's total assets would
be less than the sum of its total liabilities plus, unless the Articles of
Incorporation permit otherwise, the amount that would be needed, if the
Corporation were to be dissolved at the time of the distribution to satisfy
the preferential rights upon dissolution of shareholders whose preferential
rights are superior to those receiving the distribution.

        Section 2. CHECKS, DRAFTS OR ORDERS. All checks, drafts, or other
orders for the payment of money by or to the Corporation and all notes and
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 be determined by resolution of the Board of
Directors or a duly authorized committee thereof.

                                     -12-

<PAGE>

        Section 3. CONTRACTS. In addition to the powers otherwise granted to
officers pursuant to ARTICLE V hereof, the Board of Directors may authorize
any officer or officers, or any agent or agents, of the Corporation to enter
into any contract or to execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined
to specific instances.

        Section 4. LOANS. The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is
a director of the Corporation or its subsidiaries, whenever, in the judgment
of the directors, such loan, guaranty or assistance may reasonably be
expected to benefit the Corporation. The loan, guaranty or other assistance
may be with or without interest, and may be unsecured, or secured in such
manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the Corporation. Nothing in this
section shall be deemed to deny, limit or restrict the powers of guaranty or
warranty of the Corporation at common law or under any statute.

        Section 5. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

        Section 6. CORPORATE SEAL. The Board of Directors may provide a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation and the words "Corporate Seal,
Washington." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. No seal is required and the
absence thereof does not affect the validity of any document.

        Section 7. VOTING SECURITIES OWNED BY CORPORATION. Voting securities
in any other corporation held by the Corporation shall be voted by the chief
executive officer, the president or a vice-president, unless the Board of
Directors specifically confers authority to vote with respect thereto, which
authority may be general or confined to specific instances, upon some other
person or officer. Any person authorized to vote securities shall have the
power to appoint proxies, with general power of substitution.

        Section 8. BOOKS OF ACCOUNTS, MINUTES, AND SHARE REGISTER. The
Corporation:

               a.   Shall keep as permanent records minutes of all meetings of
        its shareholders and Board of Directors, a record of all actions taken
        by the shareholders or Board of Directors without a meeting, and a
        record of all actions taken by a committee of the Board of Directors
        exercising the authority of the Board of Directors on behalf of the
        corporation;

               b.   Shall maintain appropriate accounting records;

               c.   Or its agent shall maintain a record of its shareholders, in
        a form that permits preparation of a list of the names and addresses of
        all shareholders, in

                                      -13-

<PAGE>

        alphabetical order by class of shares showing the number and class of
        shares held by each; and

               d.   Shall keep a copy of the following records at its principal
        office:

                    (1)   The Articles or Restated Articles of Incorporation and
               all amendments to them currently in effect;

                    (2)   The By-laws or Restated By-laws and all amendments to
               them currently in effect;

                    (3)   The minutes of all shareholders' meetings, and records
               of all actions taken by shareholders without a meeting, for the
               past three (3) years;

                    (4)   Its financial statements for the past three (3) years,
               including balance sheets showing in reasonable detail the
               financial condition of the Corporation as of the close of each
               fiscal year, and an income statement showing the results of its
               operations during each fiscal year prepared on the basis of
               generally accepted accounting principles or, if not, prepared on
               a basis explained therein;

                    (5)   All written communications to shareholders generally
               within the past three (3) years;

                    (6)   A list of the names and business addresses of its
               current directors and officers; and

                    (7)   Its most recent annual report delivered to the
               Secretary of State of Washington.

        Section 9. COPIES OF RESOLUTIONS. Any person dealing with the
Corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the Board of Directors or shareholders, when
certified by the Chairman, President, Secretary or any Assistant Secretary.

        Section 10. SECTION HEADINGS. Section headings in these By-laws are
for convenience of reference only and shall not be given any substantive
effect in limiting or otherwise construing any provision herein.

        Section 11. INCONSISTENT PROVISIONS. In the event that any provision
of these By-laws is or becomes inconsistent with any provision of the
Articles of Incorporation, the Act or any other applicable law, the provision
of these By-laws shall not be given any effect to the extent of such
inconsistency but shall otherwise be given full force and effect.

                                      -14-

<PAGE>

                                   ARTICLE VI

                              AMENDMENT OF BY-LAWS

        Section 1. BY THE BOARD OF DIRECTORS. In furtherance and not in
limitation of the powers conferred by statute, the Board of Directors of the
Corporation is expressly authorized to make, alter, amend, change, add to or
repeal these By-laws by the affirmative vote of two-thirds of the total
number of directors then in office of any meeting of the Board, if notice of
the proposed amendment is contained in the notice of the meeting.

        Section 2. BY THE SHAREHOLDERS. Any alteration or repeal of these
By-laws by the shareholders of the Corporation shall require the affirmative
vote of a majority of the outstanding shares of the Corporation entitled to
vote on such alteration or repeal; PROVIDED, HOWEVER, that Sections 2, 3 and
4 of ARTICLE III and this ARTICLE VI of these By-laws shall not be altered,
amended or repealed and no provision inconsistent therewith shall be adopted
without the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of the Corporation entitled to vote on such alteration or
repeal.

                                   ARTICLE VII

        INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

        SECTION A.  DEFINITIONS.  As used in this Article:

               (a)  "Agent" means an individual who is or was an agent of the
Corporation or an individual who, while an agent of the Corporation, is or
was serving at the Corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other
enterprise. "Agent" includes, unless the context requires otherwise, the
spouse, heirs, estate and personal representative of an agent.

               (b)  "Corporation" means the Corporation, its Subsidiaries,
and any domestic or foreign predecessor entity which, in a merger or other
transaction, ceased to exist.

               (c)  "Director" means an individual who is or was a Director
of the Corporation or an individual who, while a Director of the Corporation,
is or was serving at the Corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise. "Director" includes, unless the
context requires otherwise, the spouse, heirs, estate and personal
representative of a Director.

               (d)  "Employee" means an individual who is or was an employee
of the Corporation or an individual, while an employee of the Corporation, is
or was serving at the Corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
limited liability company, partnership, joint venture, trust, employee

                                      -15-

<PAGE>

benefit plan, or other enterprise. "Employee" includes, unless the context
requires otherwise, the spouse, heirs, estate, and personal representative of
an employee.

               (e)  "Expenses" include counsel fees.

               (f)  "Indemnitee" means an individual made a party to a
proceeding because the individual is or was a Director, Officer, Employee, or
Agent of the Corporation, and who possesses indemnification rights pursuant
to these Articles or other corporate action. "Indemnitee" includes, unless
the context requires otherwise, the spouse, heirs, estate, and personal
representative of such individuals.

               (g)  "Liability" means the obligation to pay a judgment,
settlement, penalty, fine, including an excise tax with respect to an
employee benefit plan, or reasonable Expenses incurred with respect to a
proceeding.

               (h)  "Officer" means an individual who is or was an officer of
the Corporation (regardless of whether or not such individual was also a
Director) or an individual who, while an officer of the Corporation, is or
was serving at the Corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
limited liability company, partnership, joint venture, trust, employee
benefit plan, or other enterprise. "Officer" includes, unless the context
requires otherwise, the spouse, heirs, estate and personal representative of
an officer.

               (i)  "Party" includes an individual who was, is, or is
threatened to be named a defendant, respondent or witness in a proceeding.

               (j)  "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, derivative, criminal,
administrative, or investigative, and whether formal or informal.

               (k)  "Subsidiary" means any corporation or other entity that
is wholly owned by the Corporation, directly or indirectly, and any other
entities that are specifically designated as "Subsidiaries" for purposes of
this Article by the Board of Directors.

        SECTION B. INDEMNIFICATION RIGHTS OF DIRECTORS AND OFFICERS. The
Corporation shall indemnify its Directors and Officers to the full extent not
prohibited by applicable law now or hereafter in force against liability
arising out of a Proceeding to which such individual was made a Party because
the individual is or was a Director or an Officer. However, such indemnity
shall not apply on account of:

               (a)  Acts or omissions of a Director or Officer finally
adjudged to be intentional misconduct or a knowing violation of law;

               (b)  Conduct of a Director or Officer finally adjudged to be
in violation of Section 23B.08.310 of the Act relating to distributions by
the Corporation; or

                                     -16-

<PAGE>

               (c)  Any transaction with respect to which it was finally
adjudged that such Director or Officer personally received a benefit in
money, property, or services to which the Director or Officer was not legally
entitled.

Subject to the foregoing, it is specifically intended that Proceedings
covered by indemnification shall include Proceedings brought by the
Corporation (including derivative actions), Proceedings by government
entities and governmental officials, or other third party actions.

        SECTION C. 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 a Proceeding to Employees and Agents of the Corporation
who are not also Directors, in each case to the same extent as to a Director
with respect to the indemnification and advancement of Expenses pursuant to
rights granted under, or provided by, the Act or otherwise.

        SECTION D. PARTIAL INDEMNIFICATION. If an Indemnitee is entitled to
indemnification by the Corporation for some or a portion of Expenses,
liabilities, or losses actually and reasonably incurred by Indemnitee in an
investigation, defense, appeal or settlement but not, however, for the total
amount thereof, the Corporation shall nevertheless indemnify Indemnitee for
the portion of such Expenses, liabilities or losses to which Indemnitee is
entitled.

        SECTION E. PROCEDURE FOR SEEKING INDEMNIFICATION AND/OR ADVANCEMENT
OF EXPENSES. The following procedures shall apply in the absence of (or at
the option of the Indemnitee, in lieu thereof), specific procedures otherwise
applicable to an Indemnitee pursuant to a contract, trust agreement, or
general or specific action of the Board of Directors:

               SECTION E.1. NOTIFICATION AND DEFENSE OF CLAIM. Indemnitee shall
        promptly notify the Corporation in writing of any proceeding for which
        indemnification could be sought under this Article. In addition,
        Indemnitee shall give the Corporation such information and cooperation
        as it may reasonably require and as shall be within Indemnitee's power.

        With respect to any such proceeding as to which Indemnitee has notified
        the Corporation:

               (a)  The Corporation will be entitled to participate therein at
                    its own expense; and

               (b)  Except as otherwise provided below, to the extent that it
                    may wish, the Corporation, jointly with any other
                    indemnifying party similarly notified, will be entitled to
                    assume the defense thereof, with counsel satisfactory to
                    Indemnitee. Indemnitee's consent to such counsel may not be
                    unreasonably withheld.

                                      -17-

<PAGE>

               After notice from the Corporation to Indemnitee of its election
        to assume the defense, the Corporation will not be liable to Indemnitee
        under this Article for any legal or other Expenses subsequently incurred
        by Indemnitee in connection with such defense. However, Indemnitee shall
        continue to have the right to employ its counsel in such proceeding, at
        Indemnitee's expense; and if:

                    (i)    The employment of counsel by Indemnitee has been
                           authorized by the Corporation;

                    (ii)   Indemnitee shall have reasonably concluded that
                           there may be a conflict of interest between the
                           Corporation and Indemnitee in the conduct of such
                           defense; or

                    (iii)  The Corporation shall not in fact have employed
                           counsel to assume the defense of such proceeding,

        the fees and Expenses of Indemnitee's counsel shall be at the expense of
        the Corporation.

               The Corporation shall not be entitled to assume the defense of
        any proceeding brought by or on behalf of the Corporation or as to which
        Indemnitee shall reasonably have made the conclusion that a conflict of
        interest may exist between the Corporation and the Indemnitee in the
        conduct of the defense.

               SECTION E.2. INFORMATION TO BE SUBMITTED AND METHOD OF
        DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION. For the purpose of
        pursuing rights to indemnification under this Article, the Indemnitee
        shall submit to the Board a sworn statement requesting indemnification
        and reasonable evidence of all amounts for which such indemnification is
        requested (together, the sworn statement and the evidence constitute an
        "Indemnification Statement").

               Submission of an Indemnification Statement to the Board shall
        create a presumption that the Indemnitee is entitled to indemnification
        hereunder, and the Corporation shall, within sixty (60) calendar days
        thereafter, make the payments requested in the Indemnification Statement
        to or for the benefit of the Indemnitee, unless: (1) within such sixty
        (60. ) calendar day period it shall be determined by the Corporation
        that the Indemnitee is not entitled to indemnification under this
        Article; (2) such determination shall be based upon clear and convincing
        evidence (sufficient to rebut the foregoing presumption); and (3) the
        Indemnitee shall receive notice in writing of such determination, which
        notice shall disclose with particularity the evidence upon which the
        determination is based.

               The foregoing determination may be made: (1) by the Board of
        Directors by majority vote of a quorum of Directors who are not at the
        time parties to the proceedings; (2) if a quorum cannot be obtained, by
        majority vote of a committee duly designated by the Board of Directors
        (in which designation, Directors who are parties may participate)

                                     -18-

<PAGE>

        consisting solely of two (2) or more Directors not at the time parties
        to the proceeding; (3) by special legal counsel; or (4) by the
        shareholders as provided by Section 23B.08.550 of the Act.

               Any determination that the Indemnitee is not entitled to
        indemnification, and any failure to make the payments requested in the
        Indemnification Statement, shall be subject to judicial review by any
        court of competent jurisdiction.

               SECTION E.3 SPECIAL PROCEDURE REGARDING ADVANCE FOR EXPENSES. An
        Indemnitee seeking payment of Expenses in advance of a final disposition
        of the proceeding must furnish the Corporation, as part of the
        Indemnification Statement:

                      (a)    A written affirmation of the Indemnitee's good
                             faith belief that the Indemnitee has met the
                             standard of conduct required to be eligible for
                             indemnification; and

                      (b)    A written undertaking, constituting an unlimited
                             general obligation of the Indemnitee, to repay the
                             advance if it is ultimately determined that the
                             Indemnitee did not meet the required standard of
                             conduct.

               Upon satisfaction of the foregoing, the Indemnitee shall have a
        contractual right to the payment of such Expenses.

               SECTION E.4 SETTLEMENT. The Corporation is not liable to
        indemnify Indemnitee for any amounts paid in settlement of any
        proceeding without the Corporation's written consent. The Corporation
        shall not settle any proceeding in any manner which would impose any
        penalty or limitation on Indemnitee without Indemnitee's written
        consent. Neither the Corporation nor Indemnitee may unreasonably
        withhold its consent to a proposed settlement.

        SECTION F.    CONTRACT AND RELATED RIGHTS.

               SECTION F.1 CONTRACT RIGHTS. The right of an Indemnitee to
        indemnification and advancement of Expenses is a contract right upon
        which the Indemnitee shall be presumed to have relied in determining to
        serve or to continue to serve in his or her capacity with the
        Corporation. Such right shall continue as long as the Indemnitee shall
        be subject to any possible proceeding. Any amendment to or repeal of
        this Article shall not adversely affect any right or protection of an
        Indemnitee with respect to any acts or omissions of such Indemnitee
        occurring prior to such amendment or repeal.

               SECTION F.2 OPTIONAL INSURANCE, CONTRACTS, AND FUNDING. The
        Corporation may:

                                     -19-

<PAGE>

                      (a)    Maintain insurance, at its expense, to protect
                             itself and any Indemnitee against any liability,
                             whether or not the Corporation would have power to
                             indemnify the individual against the same liability
                             under Section 23B.08.510 or .520 of the Act;

                      (b)    Enter into contracts with any Indemnitee in
                             furtherance of this Article and consistent with the
                             Act; and

                      (c)    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.

               SECTION F.3   SEVERABILITY. If any provision or application of
        this Article shall be invalid or unenforceable, the remainder of this
        Article and its remaining applications shall not be affected thereby,
        and shall continue in full force and effect.

               SECTION F.4   RIGHT OF INDEMNITEE TO BRING SUIT. If (1) a claim
        under this Article for indemnification is not paid in full by the
        Corporation within sixty (60) calendar days after an Indemnification
        Statement has been received by the Corporation; or (2) a claim under
        this Article for advancement of Expenses is not paid in full by the
        Corporation within twenty (20) calendar days after a written claim has
        been received by the Corporation, then the Indemnitee may, but need not,
        at any time thereafter bring suit against the Corporation to recover the
        unpaid amount of the claim. To the extent successful in whole or in
        part, the Indemnitee shall be entitled to also be paid the expense (to
        be proportionately prorated if the Indemnitee is only partially
        successful) of prosecuting such claim. Neither (1) 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 proceeding that indemnification or reimbursement or
        advancement of Expenses to the Indemnitee is proper in the
        circumstances; nor (2) 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 proceeding or create a presumption that the Indemnitee is not so
        entitled.

               SECTION F.5 NONEXCLUSIVITY OF RIGHTS. The right to
        indemnification and the payment of Expenses incurred in defending a
        Proceeding in advance of its final disposition granted in this Article
        shall not be exclusive of any other right which any Indemnitee may have
        or hereafter acquire under the Act, any statute, provision of this
        Article or the Bylaws, agreement, vote of shareholders or disinterested
        directors, or otherwise. The Corporation shall have the express right to
        grant additional indemnity without seeking further approval or
        satisfaction by the shareholders. All applicable indemnity provisions
        and any applicable law shall be interpreted and applied so as to provide
        an Indemnitee with the broadest but nonduplicative indemnity to which he
        or she is entitled.

                                     -20-

<PAGE>

        SECTION G. CONTRIBUTION. If the indemnification provided in Section B
of this Article is not available to be paid to Indemnitee for any reason
other than those set forth in subparagraphs (a), (b), and (c) of Section B of
this Article (for example, because indemnification is held to be against
public policy even though otherwise permitted under Section B) then in
respect of any proceeding in which the Corporation is jointly liable with
Indemnitee (or would be if joined in such proceeding), the Corporation shall
contribute to the amount of loss paid or payable by Indemnitee in such
proportion as is appropriate to reflect:

                    The relative benefits received by the Corporation on the
                    one hand and the Indemnitee on the other hand from the
                    transaction from which such proceeding arose, and

                    The relative fault of the Corporation on the one hand and
                    the Indemnitee on the other hand in connection with the
                    events which resulted in such loss, as well as any other
                    relevant equitable consideration.

        The relative benefits received by and fault of the Corporation on the
one hand and the Indemnitee on the other shall be determined by a court of
competent jurisdiction (which may be the same court in which the proceeding
took place) with reference to, among other things, the parties' relative
intent, knowledge, access to information, and opportunity to correct or
prevent the circumstances resulting in such loss. The Corporation agrees that
it would not be just and equitable if a contribution pursuant to this Article
was determined by pro rata allocation or any other method of allocation which
does not take account of the foregoing equitable considerations.

        SECTION H. EXCEPTIONS. Any other provision herein to the contrary
notwithstanding, the Corporation shall not be obligated pursuant to the terms
of these Articles to indemnify or advance Expenses to Indemnitee with respect
to any proceeding.

               SECTION H.1 CLAIMS INITIATED BY INDEMNITEE. Initiated or brought
        voluntarily by Indemnitee and not by way of defense, but such
        indemnification or advancement of Expenses may be provided by the
        Corporation in specific cases if the Board of Directors finds it to be
        appropriate. Notwithstanding the foregoing, the Corporation shall
        provide indemnification including the advancement of Expenses with
        respect to Proceedings brought to establish or enforce a right to
        indemnification under these Articles or any other statute or law or as
        otherwise required under the statute.

               SECTION H.2 LACK OF GOOD FAITH. Instituted by Indemnitee to
        enforce or interpret this Article, if a court of competent jurisdiction
        determines that each of the material assertions made by Indemnitee in
        such proceeding was not made in good faith or was frivolous.

               SECTION H.3 INSURED CLAIMS. For which any of the Expenses or
        liabilities for indemnification is being sought have been paid directly
        to Indemnitee by an insurance

                                      -21-

<PAGE>

        carrier under a policy of officers' and directors' liability insurance
        maintained by the Corporation.

               SECTION H.4 PROHIBITED BY LAW. If the Corporation is prohibited
        by the Act or other applicable law as then in effect from paying such
        indemnification and/or advancement of Expenses. For example, the
        Corporation and Indemnitee acknowledge that the Securities and Exchange
        Commission ("SEC") has taken the position that indemnification is not
        possible for liabilities arising under certain federal securities laws.
        Indemnitee understands and acknowledges that the Corporation has
        undertaken or may be required in the future to undertake with the SEC to
        submit the question of indemnification to a court in certain
        circumstances for a determination of the Corporation's right to
        indemnify Indemnitee.

        SECTION I. SUCCESSORS AND ASSIGNS. All obligations of the Corporation
to indemnify any Director or Officer shall be binding upon all successors and
assigns of the Corporation (including any transferee of all or substantially
all of its assets and any successor by merger or otherwise by operation of
law). The Corporation shall not effect any sale of substantially all of its
assets, merger, consolidation, or other reorganization, in which it is not
the surviving entity, unless the surviving entity agrees in writing to assume
all such obligations of the Corporation.

                                      -22-

<PAGE>

                             CERTIFICATE OF ADOPTION


        The undersigned Secretary of Flow International Corporation does
hereby certify that the above and foregoing By-laws of said Corporation were
adopted by the directors as the By-laws of said Corporation and that the same
do now constitute the By-laws of this Corporation.

        DATED as of the _____ day of _____, 1998



                                            ---------------------------------
                                                    John Leness, Secretary




                                      -23-