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Exhibit 10.66


                                 AMENDMENT #1 TO
                      SECTION 1 AND SECTIONS 3A THROUGH 3F
                              OF ARTICLE IV OF THE
                           AMENDED AND RESTATED BYLAWS
                                       OF
                                  OAKLEY, INC.


                                    ARTICLE I

                                  SHAREHOLDERS

        Section 1. Annual Meeting. An annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the date and at the
time determined by the Board of Directors. The failure to hold an annual meeting
at the time stated in these Bylaws 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 the Board of Directors or an authorized committee of the Board of
Directors in accordance with the provisions of these Bylaws.

        Section 3. Place of Meetings. Meeting of shareholders shall be held at
such place within or without the State of Washington as determined by the Board
of Directors, 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 Bylaws, the Articles of Incorporation of this Corporation,
as amended and restated from time to time (the "Articles of Incorporation"), or
the Washington Business Corporation Act, as amended from time to time (the
"Act"), 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) as to the consideration of a
particular matter that is not within the purpose or purposes described in the
meeting notice, the shareholders' failure to object at the time of presentation
of such matter for consideration.

        Section 6. Quorum of Shareholders. At any meeting of the shareholders,
holders of a majority of the votes of all the shares entitled to vote on a
matter, represented by shareholders of record in person or by proxy, shall
constitute a quorum.




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        Once a share is represented at a meeting, other than 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 noticed.

        If a quorum exists, action on a matter is approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless the
question is one upon which by express provision of law or of the Articles of
Incorporation a different vote is required.

        Section 7. 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 Secretary of the Corporation or another officer or agent of the
Corporation 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.

        Section 8. Voting. Subject to the provisions of the laws of the State of
Washington, and unless otherwise provided in the Articles of Incorporation, each
outstanding share is entitled to one (1) vote on each matter voted on at a
shareholders' meeting, with all shares voting together as a single class.

        Section 9. Adjournment. A majority of the shares represented at the
meeting, even if less than a quorum, may adjourn any meeting of the shareholders
from time to time. At a reconvened meeting at which a quorum is present, any
business may be transacted at the meeting as originally noticed. 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 of 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.

        Section 10. Advance Notice Requirements for Shareholder Proposals and
Director Nominations. Any shareholder seeking to bring business before or to
nominate a director or directors at any meeting of shareholders, must provide
written notice thereof in accordance with this Section 10. The notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than (i) with respect to an annual meeting of shareholders,
120 calendar days in advance of the date that the Corporation's proxy statement
was released to shareholders in connection with the previous year's annual
meeting, except that if no annual meeting of shareholders was held in the
previous year or if the date of the annual meeting has been changed by more than
30 calendar days from the date contemplated at the time of the previous year's
proxy statement, such notice must be received by the Corporation a reasonable
time before the Corporation's proxy statement is to be released, and (ii) with
respect to a special meeting of shareholders, a reasonable time before the
Corporation's proxy statement is to be released.


                                   ARTICLE II

                               BOARD OF DIRECTORS

        Section 1. Powers of Directors. 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 the Articles of Incorporation.






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        Section 2. Number and Qualifications. The number of directors which
shall constitute the whole Board shall not be less than one (1) director nor
more than nine (9) directors. The number of directors may at any time be
increased or decreased within such range by the shareholders or by the Board of
Directors at any regular or special meeting. Directors must have reached the age
of majority. Until modified in accordance with the provisions of these Bylaws,
the Board of Directors shall consist of six (6) directors.

        Section 3. Election - Term of Office. Except as otherwise provided in
these Bylaws, the Board of Directors shall be classified with respect to the
time for which they shall severally hold office by dividing them into three
classes, as nearly equal in number as possible. At each Initial Classification
Meeting (as defined in the Articles of Incorporation), one class shall be
elected to serve for a term of office to expire at the next succeeding Annual
Meeting of Shareholders, a second class shall be elected to serve for a term of
office to expire at the second succeeding Annual Meeting of Shareholders, a
third class shall be elected to serve for a term of office to expire at the
third succeeding Annual Meeting of Shareholders. At each Annual Meeting of
Shareholders beginning with the meeting following an Initial Classification
Meeting, the class of Directors then being elected shall be elected to hold
office for a term of office to expire at the third succeeding Annual Meeting of
Shareholders after their election. Each director shall hold office for the term
for which elected and until his or her successor shall have been elected and
qualified. If, for any reason, the directors shall not have been elected at the
designated annual meeting, they may be elected at a special meeting of
shareholders called for that purpose in the manner provided by these Bylaws.

        Section 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held immediately following each annual meeting of shareholders and at
such other times and at such places as the Board may determine, and no notice
thereof need be given.

        Section 5. Special Meetings. Special meetings of the Board of Directors
may be held at any time, whenever called by the Chairman of the Board,
President, Chief Executive Officer, or any director, notice thereof being given
to each director by the officer calling or directed to call the meeting.

        Section 6. 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 shall be given in the manner provided by Section 3 of
Article III of these Bylaws.

        Section 7. 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. Attendance of a director at a
meeting shall constitute waiver of notice of that meeting unless said director,
at the beginning of the meeting, or promptly upon such director's arrival,
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting. Any waiver by
a non-attending director must be in writing, signed by the director entitled to
the notice and delivered to the Corporation for inclusion in its corporate
records.

        Section 8. Quorum of Directors. A majority of the members of the Board
of Directors 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 Articles of Incorporation or by these Bylaws.




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        Section 9. 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.

        Section 10. Resignation and Removal. Any director of this Corporation
may resign at any time by giving written notice to the Board of Directors, its
Chairman, or 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. A director, any class of directors, or the
entire Board of Directors may be removed as prescribed in the Articles of
Incorporation.

        Section 11. Vacancies. Unless otherwise provided by law, vacancies in
the Board of Directors shall be filled by a majority of the directors then in
office, though less than a quorum, by the sole remaining director or by action
of the shareholders.

        Section 12. 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 each meeting of any committees thereof), and may be paid
a stated salary as director, or a fixed sum for attendance at each meeting of
the Board of Directors (and each meetings of any committee thereof), or both. No
such payment shall preclude any director from serving this Corporation in any
other capacity and receiving compensation therefor.

        Section 13. 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:

              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 directors dissent or abstention from the action taken is
entered in the minutes of the meeting; or

              c. The director delivers written notice of dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
Corporation within a reasonable time after adjournment.

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

       Section 14. Committees of the Board of Directors. The Board of Directors
is expressly authorized to create one or more committees of directors in
accordance with the provisions of Section 23B.08.250 of the Act. Each committee
must have two or more members, who serve at the pleasure of the Board of
Directors. The creation of a committee and appointment of members to it must be
approved by a majority of all the directors in office when such action is taken
or such other number of directors as may be required by Section 23B.08.250(2) of
the Act. To the extent specified by the Board of Directors or in the Articles of
Incorporation or these Bylaws, each committee may exercise the authority of the
Board of Directors under Section 23B.08.010 of the Act; provided, however, a
committee may not: (a) authorize or approve a distribution except according to a
general formula or method prescribed by the Board of Directors, (b) approve or
propose to shareholders action that is required by the Act to be approved by
shareholders; (c) fill vacancies on the Board of Directors or on any of its
committees, (d) amend the Articles of Incorporation pursuant to Section
23B.10.020 of the Act, (e) adopt, amend or repeal these Bylaws, (f) approve a
plan of merger not requiring shareholder approval, or (g) authorize or




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approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences, and limitations of a class or
series of shares, except that, in the case of this cause (g), 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 15. Suspension of Classified Board. As permitted by the
provisions of Section 2 of Article VIII of the Articles of Incorporation, the
Board of Directors shall consist of a single class of directors to be elected
annually at the annual shareholders' meeting and the provisions herein and in
the Articles of Incorporation with respect to a classified Board are hereby
suspended until such time as these Bylaws are amended to eliminate such
suspension.


                                   ARTICLE III

                          SPECIAL MEASURES APPLYING TO
                       SHAREHOLDER AND/OR DIRECTOR ACTIONS

       Section 1. Action by Written Consent. Any action required or permitted to
be taken at a meeting of the shareholders, or the Board of Directors may be
accomplished without a meeting if the action is taken by all the shareholders
entitled to vote thereon, or all the members of the Board, as the case may be.
The action must be evidenced by one or more written consents describing the
action taken, signed by all the shareholders entitled to vote thereon, or by all
directors, as the case may be, either before or after the action is taken, and
delivered to the Corporation for inclusion in the minutes or filing with the
Corporation's records.

       Action taken by unanimous written consent of the shareholders is
effective when all consents are in the possession of the Corporation, unless the
consent specifies a later effective date. Action taken by unanimous written
consent of the Board of Directors is effective when the last director signs the
consent, unless the consent specifies a later effective date.

       Section 2. Conference Telephone. Meetings of the shareholders and Board
of Directors may be effectuated by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other during the meeting. Participation by such means
shall constitute presence in person at such meeting.


       Section 3. Oral and Written Notice. Oral notice of a meeting of the Board
of Directors may be communicated in person or by telephone, wire or wireless
equipment that does not transmit a facsimile of the notice. Oral notice is
effective when communicated.

       Written notice may be transmitted by mail, reputable overnight or express
delivery service, or personal delivery; telegraph or teletype; or telephone,
wire, or wireless equipment that transmits a facsimile of the notice. Written
notice is effective at the earliest of the following:

             (a) when dispatched by telegraph, teletype or facsimile equipment,
if such notice is sent to the person's address, telephone number or other number
appearing on the records of the Corporation;

             (b)  when received;

             (c) five (5) days after its deposit in the U.S. mail if mailed with
first class postage;




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             (d) the day of delivery as shown on the delivery receipt or
acknowledgment if delivered by reputable overnight or express delivery 
service; or

             (e) on the date shown on the return receipt, if sent by registered
or certified mail, return receipt requested, and the receipt is signed by or 
on behalf of the addressee.


                                   ARTICLE IV

                                    OFFICERS

        Section l. Positions. The officers of this Corporation shall be a
Chairman of the Board of Directors, Vice Chairman of the Board of Directors,
President, Chief Executive Officer, one or more Vice Presidents, a Chief
Financial Officer, a Secretary, one or more Assistant Secretaries, a Controller
and a Treasurer, as appointed by the Board.

        In addition, the Board of Directors may choose such other officers and
assistant officers to perform such duties as from time to time may be assigned
to them by the Board of Directors. The Board of Directors may delegate to any
other officer of the Corporation the power to choose such other officers and
assistant officers and to prescribe their respective duties and powers. No
officer need be a shareholder or a director of this Corporation. Any two or more
offices may be held by the same person.

        Section 2. Appointment and Term of Office. The officers of this
Corporation shall be appointed annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If officers are not appointed at such meeting, such appointment
shall occur as soon as possible thereafter. Each officer shall hold office until
a successor shall have been appointed and qualified or until said officer's
earlier death, resignation, or removal.

        Section 3. Powers and Duties. If the Board of Directors appoints persons
to fill the following officer positions, such officer shall have the powers and
duties set forth below:

               a. Chairman of the Board of Directors. The Chairman of the Board
of Directors shall preside at all meetings of the shareholders and of the Board
of Directors. The Chairman of the Board of Directors shall possess the same
power as the Chief Executive Officer and the President to sign all bonds, deeds,
mortgages and any other agreements, and such signature shall be sufficient to
bind this Corporation. The Chairman of the Board of Directors shall, subject to
the direction and control of the Board of Directors, have general supervision of
the business of the Corporation. The Chairman of the Board of Directors shall
also perform such other duties as the Board of Directors shall designate.

               b. Vice Chairman of the Board of Directors. The Vice Chairman of
the Board of Directors shall possess the same power as the Chief Executive
Officer and the President to sign all bonds, deeds, mortgages and any other
agreements, and such signature shall be sufficient to bind this Corporation.
Unless the Chairman of the Board of Directors has been appointed and is present,
the Vice-Chairman of the Board of Directors shall preside at meetings of the
shareholders and the Board of Directors. The Vice Chairman of the Board of
Directors shall also perform such other duties as the Board of Directors, the
Chairman of the Board of Directors or the Chief Executive Officer shall
designate.

              c. Chief Executive Officer. The Chief Executive Officer shall,
together with the Chairman of the Board of Directors, and subject to the
direction and control of the Board of Directors and the Chairman of the Board of
Directors, have general supervision of the business of the Corporation. The
Chief Executive Officer shall, in the absence of the Chairman of the Board of
Directors and the Vice



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Chairman of the Board of Directors, preside at all meetings of the shareholders
and the Board of Directors.

        The Chief Executive Officer may sign all bonds, deeds, mortgages, and
any other agreements, and such signature shall be sufficient to bind this
Corporation. The Chief Executive Officer shall perform such other duties as the
Board of Directors or the Chairman of the Board of Directors shall designate.

               d. President. The President shall possess the power to sign all
bonds, deeds, mortgages, and any other agreements, and such signatures shall be
sufficient to bind this Corporation. The President shall perform such other
duties as the Board of Directors, the Chairman of the Board of Directors or the
Chief Executive Officer shall designate.

               e. Chief Operating Officer. The Chief Operating Officer shall
possess the same power as the President and the Chief Executive Officer to sign
all bonds, deeds, mortgages and any other agreements, and such signature shall
be sufficient to bind this Corporation. The Chief Operating Officer shall also
perform such other duties as the Board of Directors, the Chairman of the Board
of Directors or the Chief Executive Officer shall designate.

               f. Vice Presidents. Each Vice President shall have such powers
and discharge such duties as may be assigned from time to time to such Vice
President by the Board of Directors, the Chairman of the Board of Directors, the
Chief Executive Officer or the President. The Board of Directors may select a
specific title for a Vice President of this Corporation which such title shall
include the words "Vice President" together with such other term or terms which
may generally indicate such Vice President's rank and/or duties. During the
absence or disability of the Chairman of the Board of Directors (if one has been
elected), and the Chief Executive Officer, the President, the Vice President (or
in the event that there be more than one Vice President, the Vice Presidents in
the order designated by the Board of Directors) shall exercise all functions of
the Chairman of the Board of Directors, the Chief Executive Officer and the
President, except as limited by resolution of the Board of Directors.

               g.  Secretary.  The Secretary shall:

                      (1) Prepare minutes of the directors' and shareholders'
meetings and keep them in one or more books provided for that purpose;

                      (2) Authenticate records of the Corporation;

                      (3) See that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law;

                      (4) Be custodian of the corporate records and of the seal
of the Corporation (if any), and affix the seal of the Corporation to all
documents as may be required;

                      (5) Keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder;

                      (6) Sign with the chairman of the Board of Directors, the
President, the Chief Executive Officer or a Vice President, certificates for
shares of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors;

                      (7) Have general charge of the stock transfer books of the
Corporation; and




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                      (8) In general perform all the duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him or her by the Board of Directors, the Chairman of the Board of Directors,
the President or the Chief Executive Officer. In the Secretary's absence, an
Assistant Secretary shall perform the Secretary's duties.

               h. Chief Financial Officer. The Chief Financial Officer shall
have custody of the funds and securities of the Corporation, shall keep full and
accurate accounts of receipts and disbursements of the Corporation in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects of the Corporation in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Chief
Financial Officer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the Chairman of the Board, the President, the Chief Executive
Officer and the Board of Directors at its regular meetings, or when the Chairman
of the Board, the President, the Chief Executive Officer or the Board of
Directors so requires, an account of all of his or her transactions as Chief
Financial Officer and of the financial condition of the Corporation. If required
by the Board of Directors, the Chief Financial Officer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.

               i. Controller. The Controller shall perform such duties and have
such powers as from time to time may be assigned to him or her by the Board of
Directors, the Chairman of the Board, the President, the Chief Executive
Officer, any Vice President, or the Chief Financial Officer, and in the absence
of the Chief Financial Officer or in the event of the Chief Financial Officer's
disability or refusal to act, shall perform the duties of the Chief Financial
Officer, and when so acting, shall have all the powers of and be subject to all
the restriction upon the Chief Financial Officer. If required by the Board of
Directors, the Controller shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his or her office and for the
restoration to the Corporation, in the case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

               j. Treasurer. The Treasurer shall perform such duties and have
such responsibilities as from time to time may be assigned by the Board of
Directors.

        Section 4. Salaries and Contract Rights. The Salaries, if any, of the
officers shall be fixed from time to time by the Board of Directors. The
appointment of an officer shall not of itself create contract right.

        Section 5. Resignation or Removal. Any officer of this Corporation may
resign at any time by giving written notice to the Board of Directors. Any such
resignation is effective when the notice is delivered, unless the notice
specifies a later date, and shall be without prejudice to the contract rights,
if any, of such officer.

        The Board of Directors, by majority vote, may remove any officer or
agent appointed by it, with or without cause. The removal shall be without
prejudice to the contract rights, if any, of the person so removed.

        Section 6. 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.


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                                    ARTICLE V

                   CERTIFICATES OF SHARES AND THEIR TRANSFER;
                              UNCERTIFICATED SHARES

        Section 1. Issuance of Shares. No shares of this Corporation shall be
issued unless authorized by the Board of Directors. Such authorization shall
include the maximum number of shares to be issued and the consideration to be
received. A good faith determination by the Board that the consideration
received or to be received for the shares to be issued is adequate is conclusive
insofar s the adequacy of consideration relates to whether the shares are
validly issued, fully paid and nonassessable.

        Section 2. Issuance of Certificated Shares. Unless the Board of
Directors determines that the Corporation's shares are to be uncertificated,
certificates for shares of the Corporation shall be in such form as is
consistent with the provisions of the Act. 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.

        Section 3. Transfer of Certificated Stock. Certificated 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 the Corporation, signed
by the record holder of the certificate. Shares shall be transferable on the
books of this Corporation, upon surrender thereof so assigned or endorsed.

        Section 4. 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 5. Issuance of Uncertificated Shares. The Board of Directors may
authorize the issue of some or all of the shares of any or all of the
Corporation's classes or series of stock without certificates, provided,
however, that such authorization shall not affect shares already represented by
certificates until they are surrendered to the Corporation. Within a reasonable
time after the issue or transfer of shares without certificates, the Corporation
shall send the shareholders, a written statement of the information required on
certificates by the Act. Said statement shall be informational to the
shareholder, and not incontrovertible evidence of stock ownership.

       The statement shall be signed by original or facsimile signature of two
officers of the Corporation, and the seal of the Corporation may be affixed
thereto.

      Section 6. Transfer of Uncertificated Stock. Transfer of uncertificated
shares of stock may be accomplished by delivery of an assignment in writing or
by a written power of attorney to assign and transfer the same on the books of
the Corporation, signed by the record holder of the shares. Surrender of the
written statement shall not be a requirement for transfer of the shares so
represented.

       Section 7. 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.


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       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 dace, which it must do if the meeting is adjourned more than one hundred
twenty (120) days after the date fixed for the original meeting.

       Section 8. Voting Record. The officer or agent having charge of the stock
transfer books for shares of this Corporation shall make at least ten (10) days
before each meeting of shareholders a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
Such record shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof.


                                   ARTICLE VI

                                BOOKS AND RECORDS


        Section 1. 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
format that permits preparation of a list of the names and addresses of all
shareholders, in 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 of Incorporation;

                      (2) The Bylaws or Restated Bylaws 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;

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


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                      (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 2. 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 President or Secretary.


                                   ARTICLE VII

          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS


        Section 1. Indemnification Rights of Directors, Officers, Employees and
Agents. The Corporation shall indemnify its directors and officers and may
indemnify its employees and agents (each an "Indemnified Party") to the full
extent permitted by the Act or other applicable law, as then in effect and the
Articles of Incorporation, against liability arising out of a proceeding to
which each such Indemnified Party was made a party because the Indemnified Party
is or was a director, officer, employee or agent of the Corporation. The
Corporation shall advance expenses incurred by each such Indemnified Party who
is a party to a proceeding in advance of final disposition of the proceeding, as
provided by applicable law, the Articles of Incorporation, or by written
agreement, which written agreement may allow any required determinations to be
made by any appropriate person or body consisting of a member or members of the
Board of Directors, or any other person or body appointed by the Board of
Directors, who is not a party to the particular claim for which an Indemnified
Party is seeking indemnification, or independent legal counsel.

        The Corporation is not obligated to indemnify an Indemnified Party for
any amounts paid in settlement of any proceeding without the Corporation's prior
written consent to such settlement and payment. The Corporation shall not settle
any proceeding in any manner which would impose any penalty or limitation on an
Indemnified Party without such Indemnified Party's prior written consent.
Neither the Corporation nor an Indemnified Party may unreasonably withhold its
consent to a proposed settlement.

        Section 2. Contract and Related Rights.

               a. Contract Rights. The right of an Indemnified Party to
indemnification and advancement of expenses is a contract right upon which the
Indemnified Party 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 Indemnified Party 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 Indemnified Party with respect to any acts
or omissions of such Indemnified Party occurring prior to such amendment or
repeal.


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                b. Optional Insurance, Contracts and Funding. The Corporation
may:

                      (1) Maintain insurance, at its expense, to protect itself
and any Indemnified Party against any liability, whether or not the Corporation
would have power to indemnify the Indemnified Party against the same liability
under Sections 23B.08.510 or .520 of the Act, or a successor section or statute:

                      (2) Enter into contracts with any Indemnified Party in
furtherance of this Article and consistent with the Act; and

                      (3) 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 provided
in this Article.

        Section 3. Exceptions. Any other provision herein to the contrary
notwithstanding, the Corporation shall not be obligated pursuant to the terms of
these Bylaws to indemnify or advance expenses to an Indemnified Party with
respect to any proceeding:

               a. initiated or brought voluntarily by an Indemnified Party and
not by way of defense, except with respect to proceedings brought to establish
or enforce a right to indemnification under these Bylaws, the Articles of
Incorporation or any statute or law; 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;

               b. instituted by an Indemnified Party to enforce or interpret the
provisions hereof or the Articles of Incorporation, if a court of competent
jurisdiction determines that each of the material assertions made by such
Indemnified Party in such proceeding was not made in good faith or was
frivolous;

               c. to the extent such Indemnified Party has otherwise actually
received payment (under any insurance policy or otherwise) of the amounts
otherwise indemnifiable hereunder; or

               d. if the Corporation is prohibited by the Articles of
Incorporation, the Act or other applicable law as then in effect from paying
such indemnification and/or advancement of expenses.


                                  ARTICLE VIII

                               AMENDMENT OF BYLAWS

        Section 1. By the Shareholders. These Bylaws may be amended or repealed
by a resolution duly adopted by not less than a majority of the shares entitled
to vote thereon.

        Section 2. By the Board of Directors. These Bylaws may be amended or
repealed by a resolution duly adopted by a majority of the whole Board of
Directors. However, the directors may not modify the Bylaws relating to filling
Board of Directors vacancies resulting form a removal by action of the
shareholders as specified herein or in the Articles of Incorporation.


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