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                                                                     EXHIBIT 3.2


                                     BYLAWS

                                       OF

                                G.I. JOE'S, INC.


                                    ARTICLE I
                                     OFFICES

          The principal office shall be in Wilsonville, Oregon. The Corporation
may also have offices at such other places within or without Oregon as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.

                                   ARTICLE II
                                  SHAREHOLDERS

          Section 1. ANNUAL MEETINGS: The annual meeting of the shareholders
shall be held within ninety (90) days immediately prior to, or immediately
after, the end of the Corporation's fiscal year. At the annual meeting, the
shareholders shall elect a Board of Directors and transact any other business
that may legally come before the meeting.

          Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may
be called by the President, the Board of Directors, or shareholders holding at
least twenty-five percent (25%) of all votes entitled to be cast on any issue
proposed to be considered at the special meeting.

          Section 3. PLACE OF MEETINGS: Meetings of the shareholders shall be
held at the Corporation's principal office or any other place designated by the
Board of Directors.

          Section 4. NOTICE OF MEETINGS: Written or printed notice stating the
date, time and place of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not earlier
than sixty (60) days nor less than ten (10) days before the meeting date, either
personally or by mail, by or at the direction of the President, the Secretary,
the Board of Directors or the persons calling the meeting, to each shareholder
of record entitled to receive notice of the meeting. The notice is effective
when mailed, if it is mailed postpaid and is correctly addressed to the
shareholders' addresses shown in the Corporation's current record of
shareholders.

          Section 5. PROOF OF NOTICE: An entry of the service of notice of a
meeting of the shareholders, given in the manner above provided, shall be made
in the minutes of the proceedings of the shareholders, and such entry, if read
and approved at the next meeting of the shareholders, shall be conclusive on the
question of such service.


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          Section 6. QUORUM: A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
not-withstanding the withdrawal of enough shareholders to leave less than a
quorum.

          Section 7. ADJOURNMENT: Any regular or special meeting of the
shareholders may adjourn from day to day, or from time to time, without further
notice, until its business is completed; and any regular or special meeting of
the shareholders may adjourn from day to day, or from time to time, without
further notice, if for any reason the holders of a majority of the shares of
stock of the Corporation entitled to vote are not present, in person or by
proxy, until a quorum shall attend, such adjournment and the reasons therefor
being recorded in the minutes of the proceedings of the shareholders. When a
quorum shall attend, any business may be transacted that might have been held on
the day on which the same originally was appointed or called.

          Section 8. PRESIDING OFFICER: The President, or in the President's
absence, the Vice President, or in the absence of the President and Vice
President, a Chairman, elected by the shareholders present, shall call the
meetings of the shareholders to order and shall act as a presiding officer
thereof.

          Section 9. SECRETARY: The Secretary of the Corporation shall act as
Secretary at all meetings of the shareholders, and in the Secretary's absence,
the presiding officer may appoint any person to act as Secretary.

          Section 10. ELECTION OF BOARD: At the regular Annual Meeting of the
shareholders, the shareholders entitled to vote shall elect a Board of Directors
as constituted by these Bylaws. Every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number or
shares owned by such shareholder for as many persons as there are Directors to
be elected and for whose election such shareholder has a right to vote.

          Section 11. VOTING: At each meeting of the shareholders, each
shareholder shall have the right to vote, in person or by proxy, the number of
common shares entitled to vote standing in the shareholder's own name on the
books of the Corporation. Notwithstanding the foregoing, the shares held by an
administrator, executor, guardian, conservator, or receiver may be voted by such
person, either in person or by proxy, without a transfer of such shares into the
name of the administrator, executor, guardian, conservator, or receiver.

          Section 12. MAJORITY VOTE: When a quorum is present or represented at
any meeting in person or by proxy and entitled to vote on the subject matter,
action on any matter, other than the election of directors, is approved if the
votes cast favoring the action exceed the votes cast opposing the action, unless
the vote of a greater number is required by law, the Articles of Incorporation
or these Bylaws, in which case the contrary provision shall be controlling.


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          Section 13. PROXIES: All proxies must be in writing, executed by the
shareholders themselves or by their duly authorized attorney-in-fact, and must
be filed with the Secretary of the Corporation at or before the meeting of
shareholders. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

                                   ARTICLE III
                               BOARD OF DIRECTORS

          Section 1. NUMBER, QUALIFICATIONS, AND TERM OF OFFICE: The management
of all the affairs, property and business of the Corporation shall be vested in
a Board of Directors, except as otherwise provided in this paragraph, consisting
of between a minimum of one (1) and a maximum of seven (7) persons, inclusive,
and the exact number between such minimum and maximum shall be fixed from time
to time by resolution of the Board of Directors, but no decrease shall have the
effect of shortening the term of an incumbent Director. The Board of Directors
shall elect a Chairman, who shall have the authority to call meetings of the
Board of Directors. Each director shall be elected by a majority of the votes
cast by the shares entitled to vote in the election at a shareholders' meeting
for a term of one (1) year, and shall hold office until their successors are
elected and qualified, or until death, resignation or removal. Directors need
not be shareholders or residents of the State of Oregon. In addition to the
powers and authority expressly conferred upon it by these Bylaws and the
Articles of Incorporation, the Board of Directors may exercise all powers of the
Corporation and may do all lawful acts that 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.

          Section 2. VACANCIES: All vacancies in the Board of Directors, whether
caused by resignation, death or removal, by a majority vote of the shareholders
represented at any meeting, may be filled by appointment by the remaining
Directors. A Director thus appointed to fill any vacancy shall hold office for
the unexpired term of such Director's predecessor and until such Director's
successor is elected and qualified, or until the death, resignation, or removal
of the appointed Director.

          Section 3. ANNUAL MEETINGS: A regular annual meeting of the Board of
Directors shall be held without notice other than this bylaw immediately after
the adjournment of the annual meeting of the shareholders.

          Section 4. SPECIAL MEETINGS: Special meetings of the Board of
Directors may be called at any time and place on the order of the Chairman of
the Board, President, Secretary or on the order of any member of the Board of
Directors.


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          Section 5. NOTICE OF SPECIAL MEETINGS: Notices of special meetings of
the Board of Directors, stating the date and hour, the place, and, in general
terms, the purpose(s) shall be mailed, telegraphed or personally delivered to
the Directors not later than five (5) days before the day appointed for the
meeting. An entry of the service of the notice, given in the manner above
provided, shall be made in the minutes of the proceedings of the Board of
Directors, and such entry, if read and approved at the next meeting of the Board
of Directors, shall be conclusive on the question of service. If all of the
Directors shall be present at any Directors' meeting, however called, any
business may be transacted at such meeting, and the transactions of such meeting
shall be valid as if had at a meeting regularly called.

          Section 6. PLACE OF MEETINGS: Meetings of the Board of Directors shall
be at the Corporation's principal office or any other place designated by the
Board of Directors. Meetings of the Board of Directors may be held by means of
conference telephone or similar communications equipment by which all persons
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

          Section 7. WAIVER OF NOTICE: A director's attendance at or
participation in a meeting waives any required notice of the meeting unless the
director at the beginning of the meeting, or promptly upon the director's
arrival, objects to holding the meeting, or transacting business at the meeting
and does not there-after vote for or assent to action taken at the meeting.

          Section 8. QUORUM: A majority of the number of directors in office
immediately before the meeting begins shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. The
affirmative vote of a majority of directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless the vote of
a greater number of directors is required by law, the Articles of Incorporation
or these Bylaws, in which case the contrary provision shall control.

          Section 9. REMOVAL: Any director may be removed by the shareholders,
with or without cause. A director may be removed by the shareholders only at a
meeting called for the purpose of removing the director and the meeting notice
must state that the purpose, or one of the purposes, of the meeting is removal
of the director.

          Section 10. RESIGNATION: A director may resign at any time by
delivering written notice to the Board of Directors, its chairman or the
Corporation. A resignation is effective when delivered, unless the notice
specifies a later effective date, and the Board of Directors accepts the later
date. Once delivered, a notice of resignation is irrevocable unless revocation
is permitted by the Board of Directors. Unless otherwise specified in the
notice, the acceptance of such resignation shall not be necessary to make it
effective.


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          Section 11. COMPENSATION: By resolution of the Board of Directors, the
directors (i) may be paid their expenses, if any, of attendance at each meeting
of the Board of Directors, and (ii) may be paid a fixed sum for attendance at
each meeting or a stated salary as director, or (iii) may be paid any
combination of the foregoing. No such payments shall prevent any director from
serving the Corporation in any other capacity and receiving compensation for
that service. Members of committees may be allowed similar compensation for
attending committee meetings.

          Section 12. COMMITTEES: The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee shall have two (2) or more members, who serve at the pleasure of the
Board of Directors. Creation of a committee and appointment of members to it
shall be approved by a majority of all the directors in office when the action
is taken. Any such committee shall have and may exercise such authority as
authorized by the Board of Directors in the management of the Corporation except
to the extent such delegation of authority is prohibited by law. Until further
action by the Board of Directors, there shall be two (2) authorized committees,
an Audit Committee and a Compensation Committee.

          Section 13. PRESUMPTION OF ASSENT: A director of the Corporation who
is present at a meeting of the Board of Directors or a committee of the Board of
Directors shall be presumed to have assented to the action taken:

          (a) Unless the director's dissent to the action is entered in the
minutes of the meeting;

          (b) Unless a written dissent to the action is filed with the person
acting as the Secretary of the meeting before the adjournment thereof or
forwarded by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting; or

          (c) Unless the director objects at the meeting to the holding of the
meeting or transacting business at the meeting. The right to dissent shall not
apply to a director who voted in favor of the action.

                                   ARTICLE IV
                                    OFFICERS

          Section 1. DESIGNATION: The officers of this Corporation shall be a
President and a Secretary, and shall be appointed by the Board of Directors. The
Board of Directors may appoint additional officers or assistant officers, as
necessary from time to time including a Treasurer and one or more
Vice-Presidents. If not appointed by the Board of Directors, the President may
appoint additional officers or assistant officers from time to time. Any two or
more offices may be held by the same person.

          Section 2. APPOINTMENT: The officers shall be appointed by the Board
of Directors at the first meeting after the organization of the Corporation and
thereafter, at the regular meeting of Directors after the Annual Meeting of the
shareholders, and they shall hold office for one year, unless removed by the
Board of Directors, and until their successors are appointed.


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          Section 3. COMPENSATION: The compensation of the officers and
employees of the Corporation shall be fixed by the Board of Directors.

                                    ARTICLE V
                               DUTIES OF OFFICERS

          Section 1. PRESIDENT: The President shall be the chief executive
officer of the Corporation. The President shall preside at all the meetings of
the shareholders and of the Board of Directors. The President shall execute,
with the Secretary, in the name of the Corporation, all deeds, bonds, contracts
and other obligations and instruments authorized by the Board of Directors to be
executed, and with the Secretary shall sign all certificates of stock of the
Corporation. The President shall also have such other powers and perform such
other duties as may be assigned to that office by the Board of Directors.

          Section 2. VICE PRESIDENT: The Vice President, if such office is
created by the Board of Directors, shall assist the President in the performance
of the President's duties; and whenever, for any reason, the President is unable
to act, the Vice President shall possess the powers and perform the duties of
the President; and, in the event of the death or resignation of the President,
the Vice President shall, until a new President is elected by the Board of
Directors, possess all the powers and perform all of the duties of the
President. The Vice President shall also have such other powers and shall
perform such other duties as may be assigned to that office by the Board of
Directors.

          Section 3. SECRETARY: The Secretary shall keep the minutes of all
proceedings of the shareholders and of the Board of Directors in books provided
for that purpose. The Secretary shall attend to the giving and service of notice
of all meetings of the shareholders and of the Board of Directors and otherwise.
The Secretary shall execute with the President, in the name of the Corporation,
all deeds, bonds, contracts and other obligations and instruments authorized by
the Board of Directors to be executed, and with the President shall sign all
certificates for shares of the Corporation. The Secretary shall be the custodian
of the corporate seal of the Corporation, and when so ordered by the Board of
Directors shall affix the seal to deeds, bonds, contracts, and other obligations
and instruments. The Secretary shall keep and have charge of the journal of the
meetings of the shareholders and of the Board of Directors, the stock and
transfer book, the book of stock certificates, the Bylaws, and such other books
and papers as the Board of Directors may direct. The Secretary shall, in
general, perform all the duties incident to the office of Secretary subject to
the control of the Board of Directors.

          Section 4. TREASURER: The Treasurer, if such office is created by the
Board of Directors, shall perform such duties as are incident to the office of
Treasurer or as are required of the Treasurer by law and by the Board of
Directors.

          Section 5. VACANCIES: If any office becomes vacant by reason of death,
resignation, removal or otherwise, the Board of Directors shall elect a
successor who shall hold office for the unexpired term and until the successor
is elected.


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          Section 6. ABSENCE OR INABILITY TO ACT: In the case of absence or
inability to act of any officer of the Corporation and of any person herein
authorized to act in such officer's 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.

                                   ARTICLE VI
                                 INDEMNIFICATION

          Section 1. RIGHTS TO INDEMNIFICATION; STANDARD OF CONDUCT:

          1.1 Nonderivative Actions. Subject to the provisions of this Article,
the Corporation shall indemnify and hold harmless any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative (including all appeals (other than an action by or in the right
of the Corporation)), by reason of or arising from the fact that the person is
or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, or trustee of
another foreign or domestic corporation, partnership, joint venture, trust
employee benefit plan or other enterprise against reasonable expenses (including
attorney's fees), judgments, fines, penalties, excise taxes assessed with
respect to any employee benefit plan and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in connection with such
action, suit or proceeding if the person:

          (a) Acted in good faith;

          (b) Reasonably believed his conduct to be in, or at least not opposed
     to, the best interests of the Corporation; and

          (c) With respect to any criminal action or proceeding, did not know
     and had no reasonable cause to believe the conduct was unlawful.

          1.2 Derivative Actions. Subject to the provisions of this Article, the
Corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit (including all appeals) by or in the right of the Corporation by
reason of or arising from the fact that the person is or was a director of
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, partner, or trustee of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against reasonable expenses (including attorneys' fees)
actually incurred by the person to be indemnified in connection with such
action, suit or proceeding if the person:

          (a) Acted in good faith;

          (b) Reasonably believed his conduct to be in, or at least not opposed
     to, the best interests of the Corporation; and


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          (c) With respect to any criminal action or proceeding, did not know
     and had no reasonable cause to believe the conduct was unlawful.

          However, no indemnification shall be made hereunder in connection with
any action suit or proceeding by or in the right of the Corporation in which
such person shall have been adjudged to be liable to the Corporation.

          1.3 Effect of Plea of Nolo Contendere. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not meet the above-described standard of conduct.

          1.4 Improper Personal Benefit. The Corporation shall not indemnify any
person in connection with any suit, action or proceeding charging improper
personal benefit to such person in the event such person is adjudged liable by
reason of having improperly received personal benefit unless indemnification is
ordered by a court of competent jurisdiction.

          1.5 Conduct with Respect to Employee Benefit Plan. The conduct of an
officer or director with respect to an employee benefit plan shall meet the
requirement of Sections 1.1 and 1.2 that such person must have reasonably
believed his conduct to be in or at least not opposed to the best interests of
the Corporation if the person acted for a purpose he reasonably believed to be
in the interests of the plan participants and beneficiaries.

          1.6 Reports to Shareholders. In the event the Corporation indemnifies
or advances expenses in connection with a proceeding described in Section 1.2,
the Corporation shall report such indemnification or advance to the shareholders
with or before notice of the next shareholders' meeting.

          1.7 Initiation of Proceedings. The Corporation shall indemnify any
person seeking indemnification hereunder in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Board of Directors, except proceedings to enforce
indemnification hereunder for which such person shall be indemnified to the
extent such person is successful in whole or in part.

          Section 2. DETERMINATION AND AUTHORIZATION OF RIGHT TO INDEMNIFICATION
OF CERTAIN CASES:

          2.1 Determination of Right to Indemnification. Indemnification under
Section 1 of this Article shall not be made by the Corporation unless it is
expressly determined that indemnification is proper in the circumstances because
the person to be indemnified has met the applicable standard of conduct set
forth in Section 1. That determination may be made by any of the following:

          (a) By the Board of Directors by majority vote of a quorum consisting
     of directors who are not at the time parties to the action, suit or
     proceeding;


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          (b) If a quorum cannot be obtained under paragraph (a) of this
     subsection, by majority vote of a committee duly designated by the Board of
     Directors consisting solely of two or more directors not at the time
     parties to the proceeding (directors who are parties to the proceeding may
     participate in designation of the committee);

          (c) By special legal counsel selected by the Board of Directors or its
     committee in the manner prescribed in (a) or (b), or if a quorum of the
     Board of Directors cannot be obtained under (a) and a committee cannot be
     designated under (b), the special legal counsel shall be selected by
     majority vote of the full Board of Directors, including directors who are
     parties to the proceeding; or

          (d) By the shareholders.

          2.2 Authorization of indemnification. Authorization of indemnification
and evaluation of reasonableness of expenses shall be made in the same manner as
set forth in Section 2.1, except that if the determination is made by special
legal counsel, the authorization and evaluation shall be made by a majority vote
of those entitled under Section 2.1(c) to select the legal counsel.

          Section 3. INDEMNIFICATION OF PERSONS OTHER THAN OFFICERS OR
DIRECTORS: In the event any person not included within the group of persons
referred to in Section 1 of this Article was or is a party or is threatened to
be made a party to any threatened pending or completed action, suit or
proceeding of a type referred to in Section 1 of this Article by reason of or
arising from the fact that such person is or was an employee or agent (including
an attorney) of the Corporation or one of its subsidiaries, or is or was serving
at the request of the Corporation as an employee or agent (including an attorney
of another foreign or domestic Corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, the Board of Directors of the
Corporation by a majority vote of a quorum (whether or not such quorum consists
in whole or part of directors who were parties to such action, suit or
proceeding) may, but shall not be required to, grant to such person a right of
indemnification as if the person were an officer or director referred to herein,
provided that such person meets the applicable standard of conduct set forth
herein. Furthermore, the Board of Directors may designate by resolution in
advance of any action, suit or proceeding, those employees or agents (including
attorneys) who shall have all right of indemnification granted to officers and
directors under this Article.

          Section 4. SUCCESSFUL DEFENSE: Notwithstanding the provisions of
Sections 1 and 2 of this Article, to the extent a director or officer is
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 or 2 of this Article, or in defense of any
claim, issue or matter therein, the Corporation shall indemnify that person
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.


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          Section 5. ADVANCES FOR EXPENSES: Reasonable expenses incurred by a
person indemnified hereunder in connection with a civil, criminal,
administrative or investigative action, suit or proceeding (including all
appeals) or threat thereof, shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt by the
Corporation of an undertaking by or on behalf of such person to repay such
expenses if it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation and a written affirmation of the person's good
faith belief that he has met the applicable standard of conduct. The undertaking
must be a general personal obligation of the party receiving the advances, but
need not be secured and may be accepted without reference to financial ability
to make repayment.

          Section 6. RIGHT OF CLAIMANT TO BRING SUIT:

          6.1 A person seeking indemnification or payment pursuant to Section 1
of this Article shall submit a written claim therefor to the Board of Directors.
If such claim under Section 1 of this Article is not paid in full be the
Corporation within 60 days after a written claim has been received by the
Corporation, except in the case of a claim for reasonable expenses incurred in
connection with a proceeding in advance of its final disposition, in which case
the applicable period shall be 30 days, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim.

          6.2 It shall be a defense to any such action, other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation, that the claimant has not met
the standards of conduct which make it permissible under the Oregon Business
Corporation Act for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.

          6.3 Neither the failure of the Corporation, including its Board of
Directors, independent legal counsel or its shareholders, to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Oregon Business Corporation Act nor an
actual determination by the Corporation, including its Board of Directors,
independent legal counsel or its shareholders, that the claimant has not met
such applicable standard of conduct shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

          6.4 In the event a claimant brings suit against the Corporation
pursuant to this Section 6, then to the extent the claimant is successful, the
claimant shall be entitled to be paid reasonable expenses incurred in presenting
such claim, but to the extent the Corporation is successful in defending such
claim, the claimant shall be required to pay the reasonable expenses of the
Corporation in defending such claim.


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          Section 7. INSURANCE: The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation or one of its subsidiaries or is or was serving at the
request of the Corporation 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 against any liability asserted
against and incurred by that person in any such capacity arising out of his
status as such, whether or not the Corporation would have the power to indemnify
that person against such liability under the provisions of this Article or under
the Oregon Business Corporation Act.

          Section 8. NONEXCLUSIVITY: The indemnification referred to in this
Article shall be deemed to be in addition to and not in lieu of any other rights
to which those indemnified may be entitled under any statute, rule of law or
equity, order issued by a court of competent jurisdiction, agreement, vote of
the Board of Directors or otherwise. The provisions of this Article shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall issue to the benefit of the heirs, executors and administrators
of such person. The Corporation is authorized to enter into agreements of
indemnification.

          Section 9. SEVERABILITY: If any provision of this Article is found, in
any action, suit or proceeding, to be invalid or ineffective, the validity and
the effect of the remaining provisions shall not be affected.

          Section 10. EFFECT OF STATUTE: The Corporation shall indemnify any
person who is or was a director or officer of the Corporation, or who is or was
serving at the request of the Corporation as a director, officer, partner or
trustee of another foreign or domestic Corporation, partnership, joint venture,
trust, employees benefit plan or other enterprise to the fullest extent
permitted by the Oregon Business Corporation Act as in effect as of the date of
the adoption of these provisions and as may be subsequently amended; provided,
however, in the event such subsequent amendment reduces or diminishes such
person's rights to indemnification, such amendments shall not apply to the
extent permitted by law.

                                   ARTICLE VII
                         CORPORATE RECORDS - INSPECTION

          Section 1. MAINTENANCE OF RECORDS: The Corporation shall maintain
adequate and correct books, records and accounts of its business and properties.
Except as otherwise provided by law, all of these books, records and accounts
shall be kept at its principal office.


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          Section 2. INSPECTION OF BOOKS AND RECORDS: A shareholder of the
Corporation is entitled to inspect and copy, during regular business hours at a
reasonable location specified by the Corporation, all books, records and
accounts of the Corporation if the shareholder gives the Corporation written
notice of the shareholder's demand at least five (5) business days before the
date on which the shareholder wishes to inspect and copy. The shareholder may
inspect and copy such records only if the shareholder's demand is made in good
faith and for a proper purpose; the shareholder describes with reasonable
particularity the shareholder's purpose and the records the shareholder desires
to inspect; and the records are directly connected with the shareholder's
purpose.

          Section 3. INSPECTION OF BYLAWS AND ARTICLES OF INCORPORATION: A
shareholder of the Corporation is entitled to inspect and copy, during regular
business hours at the Corporation's principal office, the Articles of
Incorporation and all amendments or restatements, the Bylaws and all amendments
or restatements and any resolution adopted by the Board of Directors, if the
shareholder gives the Corporation written notice of the shareholder's demand at
least five (5) business days before the date on which the shareholder wishes to
inspect and copy. The Corporation may impose a reasonable charge covering the
costs of labor and materials for copies of any documents provided to the
shareholder. Such charge may not exceed the estimated cost of production or
reproduction of the records.

                                  ARTICLE VIII
                        STOCK AND CERTIFICATES FOR STOCK

          Section 1. FORMS: Certificates for shares of this Corporation shall be
issued in such form as shall be provided by the Board of Directors and shall
fully comply with the laws of the state of its incorporation. The certificates
shall be signed by the President and by the Secretary. The signatures of such
officers on a certificate may be facsimiles if the certificate is countersigned
by a transfer agent, or registered by a registrar, other than the corporation
itself or an employee of the corporation. All certificates for shares or stock
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificates shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, stolen, destroyed, or mutilated certificate a new
certificate may be issued therefor pursuant to Article VIII, Section 3 hereof on
such terms and indemnity to the corporation as the board of directors may
prescribe.


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<PAGE>   13
          Section 2. TRANSFER ON THE BOOKS: Upon surrender to the Corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue a
new certificate to the person entitled to that certificate, cancel the old
certificate and record the transaction upon its stock transfer books. Transfer
of shares of stock of the corporation shall be made only on the stock transfer
books of the corporation by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney thereunto authorized by power of attorney duly executed
and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
of stock stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

          Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES: In the event a
certificate is represented to be lost, stolen or destroyed, a new certificate
shall be issued in place of that certificate upon such proof of the loss, theft
or destruction and upon the giving of a bond or other security as may be
required by the Board of Directors.

                                   ARTICLE IX
                             ACTION WITHOUT MEETING

          Any action required to be taken at a meeting of the shareholders or
Directors of this Corporation, or any action which may be taken at a meeting of
this Corporation's shareholders or Directors, may be taken without a meeting if
a consent in writing setting forth the action so taken is signed by all those
entitled to participate at such meeting. Such consent shall have the same force
and effect as the unanimous vote at a duly called, convened and conducted
meeting of the shareholders or Directors.

                                    ARTICLE X
                       CONTRACTS WITH INTERESTED DIRECTORS

          No contract or other transaction between this Corporation and any
other Corporation shall be affected by the fact that any Director of this
Corporation is interested in, or is a director or officer of, such other
Corporation, and any Director, individually or jointly, may be a party to, or
may be interested in, any con-tract or transaction of this Corporation or in
which this Corporation is interested. No contract or other transaction of this
Corporation with any person, firm, or Corporation, shall be affected by the fact
that any Director of this Corporation is a party to, or is interested in, such
contract, act, or transaction, or in any way connected with such person, firm,
or Corporation, and every person who may become a Director of this Corporation
is hereby relieved from any liability that might otherwise exist from
contracting with the Corporation for the benefit of such person or any firm,
association, or Corporation in which such person may be in any way interested.


PAGE 13 - BYLAWS
<PAGE>   14
                                   ARTICLE XI
                              DIVIDENDS AND FINANCE

          Section 1. DIVIDENDS. Dividends may be declared by the Board of
Directors and paid by the Corporation in the manner provided for by the Oregon
Business Corporation Act. The stock transfer books may be closed for the payment
of dividends during such periods of not exceeding sixty (60) 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 declare dividends payable only
to the holders of record at the close of business, on any business day not more
than sixty (60) days prior to the date on which the dividend is paid.

          Section 2. DEPOSITORIES: The monies 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 or 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 XII
                               GENERAL PROVISIONS

          Section 1. AMENDMENT OF BYLAWS: The Board of Directors may amend or
repeal these Bylaws, except as otherwise provided by law.

          Section 2. WAIVER OF NOTICE: Whenever a notice is required to be given
to any shareholder or director of this Corporation by law, the Articles of
Incorporation or these Bylaws, a written waiver of that notice describing the
meeting for which notice is waived and signed by the person entitled to the
notice, before or after the meeting stated in the notice, and delivered to the
Corporation for inclusion in the minutes of the meeting, shall be equivalent to
giving notice.

          Section 3. EXECUTION OF DOCUMENTS: Unless otherwise specified by
resolution of the Board of Directors, any documents may be executed on behalf of
the Corporation by the President or other officer or officers as may be
designated by the President.

                                  ARTICLE XIII
                        AMENDMENTS, REVISIONS AND REPEAL

          The power to amend, revise or repeal these Bylaws, or to adopt new
Bylaws, shall be solely vested in the Board of Directors.

          EFFECTIVE DATE: ______________, 199__.


                                       /s/
                                       -----------------------------------------

                                       ____________________, Secretary


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<PAGE>   15
                                   AMENDMENTS


Article and Section                 Date             Text
-------------------                 ----             ----


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<PAGE>   16
Effective July 1, 1998:

The second sentence of Article VIII, Section 1, of the Restated Bylaws shall be
deleted. The following text shall be inserted after the first sentence of this
section:

     The certificates shall be signed by at least two officers of the
     Corporation. If one individual holds two or more offices, that individual
     may sign in all capacities with one signature. If an individual holds two
     or more offices at the time he or she signs a certificate, it shall be
     conclusively presumed that individual is signing in all official
     capacities, and therefore signing as "two officers of the corporation," in
     satisfaction of ORS 60.161(4) and this Article of the Bylaws.