EXHIBIT 3.1

                          ARTICLES OF INCORPORATION
                                     OF
                           DATAMARINE-WASH., INC.

      Pursuant to RCW 23B.02.020 of the Washington Business Corporation
Act, the undersigned does hereby submit these Articles of Incorporation for
the purpose of forming a business corporation.

                                  ARTICLE I

                                    NAME

      The name of this corporation is Datamarine-Wash., Inc.

                                 ARTICLE II

                                  PURPOSES

      This corporation is organized for the purpose of engaging in any
business, trade or activity which may be conducted lawfully by a
corporation organized under the Washington Business Corporation Act.

                                 ARTICLE III

                                   SHARES

      This corporation is authorized to issue twenty million (20,000,000)
shares of common stock with a par value of one cent ($.01) and one million
(1,000,000) shares of preferred stock with a par value of one dollar
($1.00).

                                 ARTICLE IV

                    TERMS FOR CONVERTIBLE PREFERRED STOCK
                       AND REDEEMABLE PREFERRED STOCK

      Convertible Preferred Stock.  This series of preferred stock par
value $1.00 per share ("Preferred Stock") of Datamarine International, Inc.
(the "Corporation") shall be comprised of 2,000 shares designated as
"Redeemable Convertible Participating Preferred Stock" (hereinafter
referred to as "Convertible Preferred Stock").  The relative rights,
preferences, restrictions and other matters relating to the Convertible
Preferred Stock are as follows:

      A.    Dividends.  The holders of the Convertible Preferred Stock
shall be entitled to receive, out of funds legally available therefor,
dividends at the same rate as dividends are paid with respect to this
Corporation's common stock, par value $.01 per share (the "Common Stock")
(treating each share of Convertible Preferred Stock as being equal to the
number of shares of Common Stock into which each such share of Convertible
Preferred Stock could be converted pursuant to the provisions of Section E
hereof with such number determined as of the record date for the
determination of holders of Common Stock entitled to receive such
dividend).

      B.    Preference on Liquidation.  In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the
Convertible Preferred Stock shall be entitled to share in any distribution
of any of the assets, capital, surplus or earnings of the Corporation
ratably with the holders of the Common Stock of the Corporation (after the
payment in full of the liquidation preference on the Redeemable Preferred
Stock), based upon the amount which such Convertible Preferred Stock would
have been entitled to receive in connection with such liquidation,
dissolution or winding up if such share had been converted into Common
Stock at the Conversion Price (as defined in Section E below) in effect on
such date, together with an amount equal to all declared but unpaid
dividends on the Convertible Preferred Stock as provided in Section A
above, if any.

      C.    Redemption.

            1.    At the election of the Corporation, subject to the
      holders' of Convertible Preferred Stock rights of conversion pursuant
      to the terms of Section E below, the Corporation may redeem all, but
      not less than all, of the shares of Convertible Preferred Stock then
      outstanding on or after December 31, 2000, so long as the Redeemable
      Preferred Stock shall have been redeemed in full on or prior to such
      date.  If the Corporation elects to redeem the Convertible Preferred
      Stock, it shall give written notice of such election at least 60 days
      prior to the date of redemption, together with the date of
      redemption, and, if the Corporation's Common Stock is not then
      publicly held, the Corporation's estimate of the Fair Market Value of
      the Convertible Preferred Stock, to the holders of the Convertible
      Preferred Stock and all shares of Convertible Preferred Stock will
      be redeemed on the date specified for redemption in the Company's
      notice (the "Redemption Date") for a per share cash purchase price
      equal to the Fair Market Value (as determined in Section C.4 below)
      of the Convertible Preferred Stock plus any accumulated and unpaid
      dividends (the "Redemption Price").  On or after the Redemption Date,
      each holder of shares of Convertible Preferred Stock called for
      redemption shall surrender the certificate evidencing such shares to
      the Corporation at the place designated in such notice and shall
      thereupon be entitled to receive payment of the Redemption Price.

            2.    Rights.  From and after the Redemption Date, unless there
      shall have been a default in payment or tender by the Corporation of
      the Redemption Price, all rights of the holders with respect to such
      redeemed shares of Convertible Preferred Stock (except the right to
      receive the Redemption Price in accordance with the terms hereof upon
      surrender of their certificate) shall cease and such shares shall not
      thereafter be transferred on the books of this Corporation or be
      deemed to be outstanding for any purpose whatsoever.

            3.    Insufficient Funds.  If the funds of the Corporation
      legally available for redemption of shares of Convertible Preferred
      Stock on the Redemption Date are insufficient to redeem the total
      number of shares of Convertible Preferred Stock, the Corporation
      shall use those funds which are legally available to redeem the
      maximum possible number of such shares ratably among the holders of
      such shares to be redeemed.  At any time thereafter when additional
      funds of the Corporation are legally available for the redemption of
      shares of Convertible Preferred Stock, such funds will immediately be
      used to redeem the balance of the shares which the Corporation has
      become obligated to redeem on the Redemption Date but which it has
      not redeemed at the Redemption Price together with any accrued
      interest thereon as provided below.  If any shares of Convertible
      Preferred Stock are not redeemed because the Corporation failed to
      pay or tender to pay the aggregate Redemption Price on all
      outstanding shares of Convertible Preferred Stock, all shares which
      have not been redeemed shall remain outstanding and entitled to all
      the rights and preferences provided herein, and the Corporation shall
      pay interest on the unpaid portion of the Redemption Price for the
      unredeemed portion at a per annum rate equal to twenty percent (20%)
      or the maximum rate of interest permitted under applicable law,
      whichever is less.

            4.    Fair Market Value Determination.  If the Corporation's
      Common Stock is publicly traded at the Redemption Date, the Fair
      Market Value of each share of Convertible Preferred Stock shall equal
      the product of the number of shares of Common Stock into which each
      share of the Convertible Preferred Stock may then be converted
      multiplied by the average closing price for the Corporation's Common
      Stock for the thirty (30) trading days immediately preceding the
      Redemption Date.  If the Corporation's Common Stock is not publicly
      traded on the Redemption Date, the Fair Market Value shall be
      determined in accordance with the following provisions.  If the
      holders of a majority in interest of the Convertible Preferred Stock
      do not object in writing to the Corporation's estimate of the Fair
      Market Value of the Convertible Preferred Stock within fifteen (15)
      days after receipt of the Corporation's written notice of redemption,
      such estimate shall be the Fair Market Value for purposes of
      determining the Redemption Price of the Convertible Preferred Stock.
      If the holders of a majority in interest of the Convertible Preferred
      Stock do timely object to the Corporation's estimate of Fair Market
      Value, the Corporation and such holders shall seek for a ten (10) day
      period thereafter to negotiate the Fair Market Value in good faith.
      If the Corporation and the holders of a majority in interest of the
      Convertible Preferred Stock are unable to agree upon such Fair Market
      Value by the end of such period, each of the Corporation and the
      holders (acting by a majority in interest) shall, within ten (10)
      days thereafter, select an unaffiliated investment banking firm of
      nationally recognized standing in the telecommunications equipment
      industry to appraise the Fair Market Value of the Convertible
      Preferred Stock.  Each such firm will deliver its appraisal of the
      Fair Market Value within fifteen (15) days thereafter, and if the
      lower appraisal is at least 90% of the higher appraisal, the
      arithmetic mean of the two shall be the Fair Market Value.  If the
      two appraisals vary by more than 10%, the two firms shall promptly
      select a third investment banking firm of nationally recognized
      standing in the telecommunications equipment industry.  Such third
      firm shall, within ten (10) days thereafter, deliver its appraisal of
      the Fair Market Value of the Convertible Preferred Stock, the two
      appraisals which are closest together in value shall be averaged and
      such amount shall be the Fair Market Value for purposes of
      determining the Redemption Price.  The Fair Market Value of the
      Convertible Preferred Stock shall be determined: (i) without regard
      to the illiquid nature of such stock or for any discount attributable
      to the minority interest represented by such stock; (ii) with the
      Corporation valued as a going concern (including all net working
      capital); and (iii) on the basis of what a willing buyer would pay to
      a seller under no compunction to sell.  All costs of the appraisals
      hereunder shall be borne by the Corporation.

      D.    Voting.  Except as otherwise provided herein or as required by
law, the shares of the Convertible Preferred Stock shall be voted together
with the Corporation's Common Stock as a single voting group at any annual
or special meeting of the stockholders of the Corporation, or may act by
written consent as a single voting group with the Corporation's Common
Stock, and shall otherwise have the same voting rights of the Common Stock.
Each share of Convertible Preferred Stock shall entitle the holder thereof
to such number of votes per share as shall equal the number of shares of
Common Stock into which such share of Convertible Preferred Stock is then
convertible.

      E.    Conversion Rights.  The holders of Convertible Preferred Stock
shall have conversion rights as follows:

            1.    Conversion at Holder's Election.  Each share of
      Convertible Preferred Stock shall be converted promptly upon the
      written election to so convert by holders of a majority in interest
      of the Convertible Preferred Stock into shares of Common Stock,
      initially at a conversion price equal to $9.00 per share of Common
      Stock, which price shall be adjusted as hereinafter provided (and, as
      so adjusted, is hereinafter sometimes referred to as the "Conversion
      Price"), with each share of Convertible Preferred Stock being valued
      for such purpose at $737.85.

             2.    Conversion at the Company's Election.  At any time on or
      after December 19, 2000, the Company may, in its sole discretion,
      elect to convert each share of Convertible Preferred Stock into
      shares of Common Stock, at the Conversion Price, with each share of
      Convertible Preferred Stock being valued for such purpose at $737.85,
      by providing written notice of the Company's election to each holder
      of Convertible Preferred Stock specifying a date not earlier than
      sixty (60) days from the mailing date of such notice as the date for
      surrender of certificates of Convertible Preferred Stock in
      connection with such conversion (the "Initial Surrender Date") and
      provided that the Company shall redeem all outstanding shares of
      Redeemable Preferred Stock (defined below) at or prior to the Initial
      Surrender Date.

            3.    Dividends.  If Convertible Preferred Stock is converted
      pursuant to Section E.1 or Section E.2 and at such time there are
      declared and unpaid dividends or other amounts due on such shares,
      such dividends shall be paid in full by the Corporation in connection
      with such conversion.

            4.    Conversion Procedures.  Any holder of Convertible
      Preferred Stock whose shares are converted into shares of Common
      Stock shall promptly, in the case of conversion pursuant to Section
      E.1, or at or within five (5) days after the Initial Surrender Date,
      in the case of conversion pursuant to Section E.2, surrender the
      certificate or certificates representing the Convertible Preferred
      Stock being converted, duly assigned or endorsed for transfer to the
      Corporation (or accompanied by duly executed stock powers relating
      thereto), at the principal executive office of the Corporation or the
      offices of the transfer agent for the Convertible Preferred Stock or
      such office or offices in the continental United States of an agent
      for conversion as may from time to time be designated by notice to
      the holders of the Convertible Preferred Stock by the Corporation,
      accompanied, in the case of a voluntary conversion pursuant to
      Section E.1, by written notice of conversion.  Such notice of
      conversion shall specify (i) the number of shares of Convertible
      Preferred Stock to be converted, (ii) the name or names in which such
      holder wishes the certificate or certificates for Common Stock to be
      issued, and (iii) the address to which such holder wishes delivery to
      be made of such new certificates to be issued upon such conversion.
      Upon surrender of a certificate representing Convertible Preferred
      Stock for conversion, the Corporation shall issue and send by hand
      delivery, by courier or by overnight courier to the holder thereof or
      to such holder's designee, at the address designated by such holder,
      a certificate or certificates for the number of shares of Common
      Stock to which such holder shall be entitled upon conversion.

            5.    Effective Date of Conversion.  The issuance by the
      Corporation of shares of Common Stock upon a conversion of
      Convertible Preferred Stock into shares of Common Stock pursuant to
      Section E.1 or Section E.2 hereof shall be effective as of the date
      of the surrender of the certificate or certificates for the
      Convertible Preferred Stock to be converted, duly assigned or
      endorsed for transfer to the Corporation (or accompanied by duly
      executed stock powers relating thereto); provided, however, that in
      the event of conversion pursuant to Section E.2, any shares of
      Convertible Preferred Stock in respect of which certificates have not
      been surrendered in accordance with Section E.4 by the Corporation's
      close of business on the fifth day after the Initial Surrender Date
      (such day, the "Final Surrender Date") shall be automatically
      converted into shares of Common Stock in accordance with Section E.2,
      without any further action on the part of the holder of such shares,
      effective as of the Final Surrender Date.  On and after the effective
      date of conversion, the person or persons entitled to receive the
      Common Stock issuable upon such conversion shall be treated for all
      purposes as the record holder or holders of such shares of Common
      Stock.

            6.    Fractional Shares.  The Corporation shall not be
      obligated to deliver to holders of Convertible Preferred Stock any
      fractional share of Common Stock issuable upon any conversion of such
      Convertible Preferred Stock, but in lieu thereof may make a cash
      payment in respect thereof in any manner permitted by law.

            7.    Reservation of Common Stock.  The Corporation shall at
      all times reserve and keep available out of its authorized and
      unissued Common Stock, solely for issuance upon the conversion of
      Convertible Preferred Stock as herein provided, free from any
      preemptive rights or other obligations, such number of shares of
      Common Stock as shall from time to time be issuable upon the
      conversion of all the Convertible Preferred Stock then outstanding.
      The Corporation shall prepare and shall use its best efforts to
      obtain and keep in force such governmental or regulatory permits or
      other authorizations as may be required by law, excluding permits or
      authorizations relating to registration under Federal or state
      securities laws, in order to enable the Corporation lawfully to issue
      and deliver to each holder of record of Convertible Preferred Stock
      such number of shares of its Common Stock as shall from time to time
      be sufficient to effect the conversion of all Convertible Preferred
      Stock then outstanding and convertible into shares of Common Stock.

            8.    Adjustments to Conversion Price.  The Conversion Price in
      effect from time to time shall be subject to adjustment from and
      after December 19, 1995 and through the effective date of the
      conversion of all of the then outstanding Convertible Preferred Stock
      and regardless of whether any shares of Convertible Preferred Stock
      are then issued and outstanding as follows:

                  (a)   Stock Dividends, Subdivisions and Combinations.
            Upon the issuance of additional shares of Common Stock as a
            dividend or other distribution on outstanding Common Stock, the
            subdivision of outstanding shares of Common Stock into a
            greater number of shares of Common Stock, or the combination of
            outstanding shares of Common Stock into a smaller number of
            shares of Common Stock, the Conversion Price shall,
            simultaneously with the happening of such dividend, subdivision
            or split be adjusted by multiplying the then effective
            Conversion Price by a fraction, the numerator of which shall be
            the number of shares of Common Stock outstanding immediately
            prior to such event and the denominator of which shall be the
            number of shares of Common Stock outstanding immediately after
            such event.  An adjustment made pursuant to this Section E.8(a)
            shall be given effect, upon payment of such a dividend or
            distribution, as of the record date for the determination of
            stockholders entitled to receive such dividend or distribution
            (on a retroactive basis) and in the case of a subdivision or
            combination shall become effective immediately as of the
            effective date thereof.

                  (b)   Sale of Common Stock.  In the event the Corporation
            shall at any time, or from time to time, issue, sell or
            exchange any shares of Common Stock (including shares held in
            the Corporation's treasury but excluding any shares of Common
            Stock issued (i) to employees or officers of the Corporation
            under the Corporation's Datamarine Employee Investment Plan
            (401(k) Plan) and/or the 1980 Employee Stock Purchase Plan,
            each as in effect as of November 1, 1995 or (ii) to officers,
            directors, employees, consultants, advisors or agents of the
            Corporation upon the exercise of Excluded Options (as defined
            in Section E.8(c) below)), for a consideration per share less
            than the Conversion Price in effect immediately prior to the
            issuance, sale or exchange of such shares, then, and thereafter
            successively upon each such issuance, sale or exchange, the
            Conversion Price in effect immediately prior to the issuance,
            sale or exchange of such shares shall forthwith be reduced to
            an amount determined by multiplying such Conversion Price by a
            fraction:

                        (I)   the numerator of which shall be (i) the
                  number of shares of Common Stock of all classes
                  outstanding immediately prior to the issuance of such
                  additional shares of Common Stock (excluding treasury
                  shares but including all shares of Common Stock issuable
                  upon conversion, exercise or exchange of any outstanding
                  Preferred Stock, options, warrants, rights or convertible
                  or exchangeable securities (including the convertible
                  debentures due December 19, 2000 issued by this
                  Corporation (the "Convertible Debentures") pursuant to
                  that certain Debenture Purchase Agreement dated as of
                  December 19, 1995 among the Company and the parties named
                  on the signature pages and Exhibit A thereto (the
                  "Debenture Purchase Agreement.)), plus (ii) the number of
                  shares of Common Stock which the net aggregate
                  consideration received by the Corporation for the total
                  number of such additional shares of Common Stock so
                  issued would purchase at the Conversion Price (prior to
                  adjustment), and

                        (II)  the denominator of which shall be (i) the
                  number of shares of Common Stock of all classes
                  outstanding immediately prior to the issuance of such
                  additional shares of Common Stock (excluding treasury
                  shares but including all shares of Common Stock issuable
                  upon conversion, exercise or exchange of any outstanding
                  Preferred Stock, options, warrants, rights or convertible
                  or exchangeable securities (including the Convertible
                  Debentures)), plus (ii) the number of such additional
                  shares of Common Stock so issued.

                  (c)   Sale of Options, Rights or Convertible Securities.
           In the event the Corporation shall at any time or from time to
           time, issue options, warrants or rights to subscribe for shares
           of Common Stock (other than any options or warrants for shares
           of Common Stock granted to officers, directors, employees,
           consultants, advisors or agents of the Corporation pursuant to
           either (a) the Corporation's 1991 Stock Option Plan at an
           exercise price equal to at least 80% of the then current fair
           market value of the Common Stock, or (b) the Corporation's 1992
           Stock Option Plan for Non-Employee Directors at exercise prices
           equal to the then current fair market value of the Common Stock
           (the "Excluded Options")), or issue any securities convertible
           into or exchangeable for shares of Common Stock, for a
           consideration per share (determined by dividing the Net
           Aggregate Consideration (as determined below) by the aggregate
           number of shares of Common Stock that would be issued if all
           such options, warrants, rights or convertible or exchangeable
           securities were exercised, converted or exchanged to the fullest
           extent permitted by their terms) less than the Conversion Price
           in effect immediately prior to the issuance of such options,
           warrants, rights or convertible or exchangeable securities, the
           Conversion Price in effect immediately prior to the issuance of
           such options, warrants, rights or convertible or exchangeable
           securities shall forthwith be reduced to an amount determined by
           multiplying such Conversion Price by a fraction:

                        (I)   the numerator of which shall be (i) the
                  number of shares of Common Stock of all classes
                  outstanding immediately prior to the issuance of such
                  options, rights or convertible or exchangeable securities
                  (excluding treasury shares but including all shares of
                  Common Stock issuable upon conversion, exercise or
                  exchange of any outstanding Preferred Stock, options,
                  warrants, rights or convertible securities (including the
                  Convertible Debentures)), plus (ii) the number of shares
                  of Common Stock which the total amount of consideration
                  received by the Corporation for the issuance of such
                  options, warrants, rights or convertible or exchangeable
                  securities plus the minimum amount set forth in the terms
                  of such security as payable to the Corporation upon the
                  exercise, conversion or exchange thereof (the "Net
                  Aggregate Consideration") would purchase at the
                  Conversion Price prior to adjustment, and

                        (II)  the denominator of which shall be (i) the
                  number of shares of Common Stock of all classes
                  outstanding immediately prior to the issuance of such
                  options, warrants, rights or convertible or exchangeable
                  securities (excluding treasury shares but including all
                  shares of Common Stock issuable upon conversion, exercise
                  or exchange of any outstanding Preferred Stock, options,
                  warrants, rights or convertible or exchangeable
                  securities (including the Convertible Debentures)), plus
                  (ii) the aggregate number of shares of Common Stock that
                  would be issued if all such options, warrants, rights or
                  convertible or exchangeable securities were exercised,
                  converted or exchanged.

                  (d)   Expiration or Change in Price.  If the
            consideration per share provided for in any options, warrants
            or rights to subscribe for shares of Common Stock or any
            securities exchangeable for or convertible into shares of
            Common Stock changes at any time, the Conversion Price in
            effect at the time of such change shall be readjusted to the
            Conversion Price which would have been in effect at such time
            had such options, warrants rights or convertible or
            exchangeable securities provided for such changed consideration
            per share (determined as provided in Section E.8(c) hereof), at
            the time initially granted, issued or sold; provided, that such
            adjustment of the Conversion Price will be made only as and to
            the extent that the Conversion Price effective upon such
            adjustment remains less than or equal to the Conversion Price
            that would be in effect if such options, warrants, rights or
            convertible or exchangeable securities had not been issued.  No
            adjustment of the Conversion Price shall be made under this
            Section E upon the issuance of any shares of Common Stock which
            are issued pursuant to the exercise of any options, warrants or
            other subscription or purchase rights or pursuant to the
            exercise of any conversion or exchange rights in any
            convertible or exchangeable securities if an adjustment shall
            previously have been made upon the issuance of such options,
            warrants, rights or convertible or exchangeable securities.
            Any adjustment of the Conversion Price shall be disregarded if,
            as, and when the rights to acquire shares of Common Stock upon
            exercise or conversion of the options, warrants, rights or
            convertible or exchangeable securities which gave rise to such
            adjustment expire or are canceled without having been
            exercised, so that the Conversion Price effective immediately
            upon such cancellation or expiration shall be equal to the
            Conversion Price in effect at the time of the issuance of the
            expired or cancelled warrants, options, rights or convertible
            securities, with such additional adjustments as would have been
            made to that Conversion Price had the expired or cancelled
            warrants, options, rights or convertible securities not been
            issued.

            9.    Other Adjustments.  In the event the Corporation shall
      make or issue, or fix a record date for the determination of holders
      of Common Stock entitled to receive, a non-cash dividend or other
      distribution payable in securities of the Corporation other than
      shares of Common Stock, then and in each such event lawful and
      adequate provision shall be made so that the holders of Convertible
      Preferred Stock shall receive upon conversion thereof in addition to
      the number of shares of Common Stock receivable thereupon, the number
      of securities of the Corporation which they would have received had
      their Convertible Preferred Stock been converted into Common Stock on
      the date of such event and had they thereafter, during the period
      from the date of such event to and including the Conversion Date (as
      that term is hereafter defined), retained such securities receivable
      by them as aforesaid during such period.

            If the Common Stock issuable upon the conversion of the
      Convertible Preferred Stock shall be changed into the same or
      different number of shares of any class or classes of stock, whether
      by reorganization, reclassification or otherwise (other than a
      subdivision or combination of shares or stock dividend provided for
      above, or a reorganization, merger, consolidation or sale of assets
      provided for elsewhere in this Section E), then and in each such
      event the holder of each share of Convertible Preferred Stock shall
      have the right thereafter to convert such share into the kind and
      amount of shares of stock and other securities and property
      receivable upon such reorganization, reclassification or other
      change, by holders of the number of shares of Common Stock into which
      such shares of Convertible Preferred Stock might have been converted
      immediately prior to such reorganization, reclassification or change,
      all subject to further adjustment as provided herein.

            10.   Mergers and Other Reorganizations.  If at any time or
      from time to time there shall be a capital reorganization of the
      Common Stock (other than a subdivision, combination, reclassification
      or exchange of shares provided for elsewhere in this Section E) or a
      merger or consolidation of the Corporation with or into another
      corporation or the sale of all or substantially all of the
      Corporation's properties and assets to any other person, then, as a
      part of and as a condition to the effectiveness of such
      reorganization, merger, consolidation or sale, lawful and adequate
      provision shall be made so that the holders of the Convertible
      Preferred Stock shall thereafter be entitled to receive upon
      conversion of the Convertible Preferred Stock the number of shares of
      stock or other securities or property of the Corporation or of the
      successor corporation resulting from such merger or consolidation or
      sale, to which such holders would have been entitled upon such
      capital reorganization, merger, consolidation or sale had such
      holders converted their shares of Convertible Preferred Stock into
      Common Stock immediately prior to such capital reorganization,
      merger, consolidation, or sale.  In any such case, appropriate
      provisions shall be made with respect to the rights of the holders of
      the Convertible Preferred Stock after the reorganization, merger,
      consolidation or sale to the end that the provisions of this Section
      E (including without limitation provisions for adjustment of the
      Conversion Price and the number of shares purchasable upon conversion
      of the Convertible Preferred Stock) shall thereafter be applicable,
      as nearly as may be, with respect to any shares of stock, securities
      or assets to be deliverable thereafter upon the conversion of the
      Convertible Preferred Stock.

            11.   Notices.  In each case of an adjustment or readjustment
      of the Conversion Price, the Corporation will furnish each holder of
      Convertible Preferred Stock or any Convertible Debentures with a
      certificate, prepared by the chief financial officer of the
      Corporation, showing such adjustment or readjustment, and stating in
      detail the facts upon which such adjustment or readjustment is based;
      provided, however, that the Corporation shall be entitled to deliver
      any such notices to the representative of the holders as set forth in
      Section 12.6 of the Debenture Purchase Agreement.

      F.    Restrictions and Limitations.  So long as the Convertible
Preferred Stock remains outstanding, the Corporation shall not without the
affirmative vote or written consent of the holders of a majority in
interest of the then outstanding shares of the Convertible Preferred Stock
(adjusted appropriately for stock splits, stock dividends and the like):

            (a)   Redeem, purchase or otherwise acquire for value (or pay
      into or set aside for a sinking fund for such purpose), any share or
      shares of stock other than redemption of the Redeemable Preferred
      Stock in accordance with the terms thereof or pursuant to Section B
      or Section C hereof; provided, however, that this restriction shall
      not apply to the repurchase or redemption of shares of Common Stock
      issued pursuant to stock repurchase or similar agreements under which
      the Company has the option to repurchase such shares upon the
      occurrence of certain events, including the termination of employment
      and involuntary transfers by operation of law, provided that (unless
      the purchase is approved by unanimous vote of the Board of Directors
      of the Corporation) the repurchase price paid by the Corporation does
      not exceed the purchase price paid to the Corporation for such
      shares;

            (b)   Authorize or issue, or obligate itself to issue, any
      other equity security senior to the Convertible Preferred Stock as to
      liquidation preferences, redemptions, or dividend rights or with any
      special voting rights (other than the Redeemable Preferred Stock);

            (c)   Increase or decrease (other than by conversion as
      permitted hereby) the total number of authorized shares of
      Convertible Preferred Stock or Redeemable Preferred Stock;

            (d)   Pay any dividends on any of its capital stock or
      otherwise make any payments to any holders of its Common Stock,
      except as otherwise expressly permitted in the Debenture Purchase
      Agreement;

            (e)      Authorize any merger or consolidation of the
      Corporation or SEA, Inc. with or into any other corporation,
      partnership or entity (other than a wholly-owned subsidiary of the
      Corporation or in connection with an acquisition which is permitted
      under the terms of a certain Debenture Purchase Agreement dated
      December 19, 1995 by and among the holders of the Corporation's
      Convertible Debentures issued thereunder and the Corporation (the
      "Debenture Purchase Agreement"), authorize or permit the liquidation,
      dissolution or winding up of the Corporation, SEA, Inc. of Delaware
      or Narrowband Network Systems, Inc. or authorize or permit the sale
      of all or any substantial portion of the capital stock or assets of
      the Corporation, SEA, Inc. of Delaware or Narrowband Network Systems,
      Inc. (except as permitted pursuant to Sections 5.11 and 5.12 of the
      Debenture Purchase Agreement); or

            (f)   Amend the Amended and Restated Articles of Incorporation
      or By-Laws of the Corporation in a manner which, or take any other
      action or enter into any other agreements which, could prohibit or
      conflict with the Corporation's obligations hereunder with respect to
      the holders of the Convertible Preferred Stock.

      G.    No Reissuance of Convertible Preferred Stock.  No share or
shares of the Convertible Preferred Stock acquired by the Corporation by
reason of redemption, purchase, conversion or otherwise shall be reissued,
and all such shares shall be canceled, retired, and eliminated from the
shares which the Corporation shall be authorized to issue.  The Corporation
may from time to time take such appropriate corporate action as may be
necessary to reduce the authorized number of shares of the Convertible
Preferred Stock accordingly.

      H.    Notices of Record Date.  In the event (i) the Corporation
establishes a record date to determine the holders of any class of
securities who are entitled to receive any dividend or other distribution,
or (ii) there occurs any capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the
Corporation, any merger or consolidation of the Corporation, and any
transfer of all or substantially all of the assets of the Corporation to
any other Corporation, or any other entity or person, or any voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, the
Corporation shall mail to the representative of the holders of Convertible
Preferred Stock as set forth in Section 12.6 of the Debenture Purchase
Agreement at least twenty (20) days prior to the record date specified
therein, a notice specifying (a) the date of such record date for the
purpose of such dividend or distribution and a description of such dividend
or distribution, (b) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation
or winding up is expected to become effective, and (c) the time, if any,
that is to be fixed, as to when the holders of record of Common Stock (or
other securities) shall be entitled to exchange their shares of Common
Stock (or other securities) for securities or other property deliverable
upon such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.

      Redeemable Preferred Stock.  This series of Preferred Stock of the
Corporation shall be comprised of 2,000 shares designated as "Redeemable
Preferred Stock" (hereinafter referred to as "Redeemable Preferred Stock").
The relative rights, preferences, restrictions and other matters relating
to the Redeemable Preferred Stock are as follows:

      A.    Dividends.  The holders of the Redeemable Preferred Stock shall
be entitled to receive, and the Corporation shall be bound to pay on the
earlier of the RPF Redemption Date or the Optional Redemption Date (unless
sooner paid at the election of the Company), cumulative dividends in an
amount per share determined by (i) accruing dividends for each calendar
year or portion thereof that any shares of the Redeemable Preferred Stock
are outstanding (A) through December 31, 1996 at the per annum rate of
$100.00, (B) during calendar year 1997 at the per annum rate of $110.00,
(C) during calendar year 1998 at the per annum rate of $120.000, (D) during
calendar year 1999 at the per annum rate of $140.00, and (E) during
calendar year 2000 and thereafter at the per annum rate of $150.00, and
(ii) compounding such dividends on each calendar year end until paid (or
through any date on which such dividends are to be paid) at the per annum
dividend rate for such year.

      B.    Preference on Liquidation.

            1.    In the event of any liquidation, dissolution or winding
      up of the Corporation, the holders of the Redeemable Preferred Stock
      shall be entitled to receive in cash and prior and in preference to
      any distribution of any assets, capital, surplus or earnings of the
      Corporation to the holders of any other capital stock of the
      Corporation (including the Convertible Preferred Stock and the Common
      Stock), the amount of $1,000.00 per share for each share of
      Redeemable Preferred Stock then held by them (adjusted for any stock
      split, combination, consolidation, or stock distributions or stock
      dividends with respect to such shares) together with all accrued but
      unpaid cumulative dividends on the Redeemable Preferred Stock (the
      "Liquidation Preference Amount").  If the assets and funds thus
      distributed among the holders of the Redeemable Preferred Stock shall
      be insufficient to permit the payment to such holders of the full
      Liquidation Preference Amount then the entire assets and funds of the
      Corporation legally available for distribution shall be distributed
      ratably among the holders of the Redeemable Preferred Stock.

            2.    The following shall be deemed to be a liquidation,
      dissolution or winding up within the meaning of this Section B.2
      (with each such event being referred to herein as a "Corporate
      Disposition"): (i) a consolidation or merger of this Corporation with
      or into any other corporation or corporations (other than a wholly-
      owned subsidiary or in connection with an acquisition permitted under
      the Debenture Purchase Agreement); (ii) the sale, transfer or other
      disposition of all or substantially all of the assets of this
      Corporation; or (iii) the effectuation by the Corporation or its
      shareholders of a transaction or series of related transactions in
      which more than 50% of the voting power of the Corporation is
      disposed of (other than as permitted under the Debenture Purchase
      Agreement).

      C.    Redemption.

            1.    Mandatory Redemption.  The Corporation shall redeem all
      of the shares of Redeemable Preferred Stock then outstanding on
      December 19, 2000.  On or prior to June 30, 1999, the Corporation
      shall give written notice by mail, postage prepaid, to the holders of
      the then outstanding Redeemable Preferred Stock at the address of
      each such holder appearing on the books of the Corporation or given
      by such holder to the Corporation for the purpose of notice.  Such
      notice shall set forth the date specified for redemption (December
      19, 2000) and the Redemption Price (which shall be the Liquidation
      Preference Amount).  The notice shall further call upon such holders
      to surrender to the Corporation on or before the applicable
      redemption date at the place designated in the notice such holder's
      certificate or certificates representing the shares to be redeemed on
      December 19, 2000 (the "RPF Redemption Date") or an indemnification
      and loss certificate.  On or before the applicable RPF Redemption
      Date, each holder of shares of Redeemable Preferred Stock called for
      redemption shall surrender the certificate evidencing such shares, or
      such indemnification and loss certificate, to the Corporation.  At
      such time, the Corporation shall pay to each of the holders of
      Redeemable Preferred Stock a per share cash price equal to the
      Redemption Price.

            2.    Optional Redemption.  The Corporation may, in its sole
      discretion, at any time after December 19, 1997, redeem all of the
      shares of Redeemable Preferred Stock then outstanding.  The
      Corporation shall give the holders of the then outstanding Redeemable
      Preferred Stock not less than sixty (60) days prior written notice by
      mail, postage prepaid, at the address of each such holder appearing
      on the books of the Corporation or given by such holder to the
      Corporation for the purpose of such notice.  Such notice shall set
      forth the date specified for redemption (the "Optional Redemption
      Date") and the Redemption Price (which shall be the Liquidation
      Preference Amount).  The notice shall further call upon such holders
      to surrender to the Corporation on or before the Optional Redemption
      Date at the place designated in the notice such holder's certificate
      or certificates representing the shares to be redeemed on the
      Optional Redemption Date or an indemnification and loss certificate.
      On or before the applicable Optional Redemption Date, each holder of
      shares of Redeemable Preferred Stock called for redemption shall
      surrender the certificate evidencing such shares, or such
      indemnification and loss certificate, to the Corporation.  At such
      time, the Corporation shall pay to each of the holders of Redeemable
      Preferred Stock a per share cash price equal to the Redemption Price.

            3.    Termination of Rights.  From and after any applicable RPF
      Redemption Date or Optional Redemption Date, unless there shall have
      been a default in payment or tender by the Corporation of the
      Redemption Price, all rights of the holders with respect to such
      redeemed shares of Redeemable Preferred Stock (except the right to
      receive the Redemption Price upon surrender of their certificate)
      shall cease and such shares shall not thereafter be transferred on
      the books of this Corporation or be deemed to be outstanding for any
      purpose whatsoever.

            4.    Insufficient Funds.  If the funds of the Corporation
      legally available for redemption of shares of Redeemable Preferred
      Stock on the applicable RPF Redemption Date or Optional Redemption
      Date are insufficient to redeem the total number of shares of
      Redeemable Preferred Stock on such redemption date, the Corporation
      shall use those funds which are legally available to redeem the
      maximum possible number of such shares ratably among the holders of
      such shares to be redeemed.  At any time thereafter when additional
      funds of the Corporation are legally available for the redemption of
      shares of Redeemable Preferred Stock, such funds will immediately be
      used to redeem the balance of the shares which the Corporation has
      become obligated to redeem on the applicable RPF Redemption Date or
      Optional Redemption Date, but which it has not redeemed, at the
      Redemption Price together with any accrued interest thereon as
      provided below.  If any shares of Redeemable Preferred Stock are not
      redeemed for the foregoing reason or because the Corporation
      otherwise failed to pay or tender to pay the aggregate Redemption
      Price on all outstanding shares of Redeemable Preferred Stock, all
      shares which have not been redeemed shall remain outstanding and
      entitled to all the rights and preferences provided herein, and the
      Corporation shall pay interest on the unpaid portion of the
      Redemption Price for the unredeemed portion at an aggregate per annum
      rate equal to twenty percent (20%) or the maximum rate permitted by
      applicable law, whichever is less.

      D.    Voting.   Except as required by law, the shares of the
Redeemable Preferred Stock shall not have any voting rights or powers.

      E.    No Reissuance of Redeemable Preferred Stock.  No share or
shares of the Redeemable Preferred Stock acquired by the Corporation by
reason of redemption, purchase, conversion or otherwise shall be reissued,
and all such shares shall be canceled, retired, and eliminated from the
shares which the Corporation shall be authorized to issue.  The Corporation
may from time to time take such appropriate corporate action as may be
necessary to reduce the authorized number of shares of the Redeemable
Preferred Stock accordingly.

                                  ARTICLE V

                            NO PREEMPTIVE RIGHTS

      Except as may otherwise be provided by the Board of Directors, no
preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of this corporation.

                                 ARTICLE VI

                            NO CUMULATIVE VOTING

      At each election for directors, every shareholder entitled to vote at
such election has the right to vote in person or by proxy the number of
shares held by such shareholder for as many persons as there are directors
to be elected.  No cumulative voting for directors shall be permitted.

                                 ARTICLE VII

                                   BYLAWS

      The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws or adopt new Bylaws.  Nothing herein shall deny the concurrent
power of the shareholders to adopt, alter, amend or repeal the Bylaws.

                                ARTICLE VIII

                         REGISTERED AGENT AND OFFICE

      The name of the initial registered agent of this corporation and the
address of its initial registered office are as follows:

            Name                   Address
            ----                   -------

            David C. Thompson      7030 220th St. S.W.
                                   Mountlake Terrace, WA 98043

                                 ARTICLE IX

                                 DIRECTORS

      A.    The number of directors of this corporation shall be determined
in the manner specified by the Bylaws and may be increased or decreased
from time to time in the manner provided therein.

      B.    The term of the initial directors shall be until the first
annual meeting of the shareholders or until their successors are elected
and qualified, unless removed in accordance with the provisions of the
Bylaws.

      C.    The Directors of the corporation shall be divided into three
classes: Class I, Class II and Class III.  Each class shall consist, as
nearly as may be possible, of one-third of the whole number of the Board of
Directors.  In the first annual meeting of stockholders, the Class I
Director shall be elected to hold office for a term to expire at the first
annual meeting of the stockholders thereafter; the Class II Director shall
be elected to hold office for a term to expire with the second annual
meeting of the stockholders thereafter; and the Class III Director shall be
elected to hold office for a term to expire at the third annual meeting of
the stockholders thereafter, and in the case of each class, until his
respective successor is duly elected and qualified. At each annual election
held after the next annual meeting of the stockholders, the Director
elected to succeed the one whose term expires shall be identified as being
of the same class as the Director he succeeds and shall be elected to hold
office for a term to expire at the third annual meeting of the stockholders
after his election, and until his successor is duly elected and qualified.
If the number of Directors changes, any increase or decrease in Directors
shall be apportioned among the classes so as to maintain all classes as
equal in number as possible, and any additional Director elected to any
class shall hold office for a term which shall coincide with the terms of
the other Directors in such class and until his successor is duly elected
and qualified.

                                  ARTICLE X

          SHAREHOLDER VOTING REQUIREMENTS FOR CERTAIN TRANSACTIONS

      In order to obtain shareholder approval in connection with the
following corporate actions, such actions must be approved by each voting
group of shareholders entitled to vote thereon by a majority of all the
votes entitled to be cast by that voting group: amendment of the Articles
of Incorporation; a plan of merger or share exchange; the sale, lease,
exchange, or other disposition of all, or substantially all, of the
corporation's assets other than in the usual and regular course of
business; or dissolution of the corporation.

                                 ARTICLE XI

                                INCORPORATOR

      The name and address of the incorporator is as follows:

            Name                   Address
            ----                   -------

            Eric A. DeJong         2600 Century Square
                                   1501 Fourth Avenue
                                   Seattle, WA 98101-1688

                                 ARTICLE XII

                     LIMITATION OF DIRECTORS' LIABILITY

      A director shall have no liability to the corporation or its
shareholders for monetary damages for conduct as a director, except for
acts or omissions that involve intentional misconduct by the director, or a
knowing violation of law by the director, or for conduct violating RCW
23B.08.310, or for any transaction from which the director will personally
receive a benefit in money, property or services to which the director is
not legally entitled.  If the Washington Business Corporation Act is
hereafter amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director shall be eliminated or limited to the full extent permitted by the
Washington Business Corporation Act, as so amended.  Any repeal or
modification of this Article shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification for or with respect to an act or omission of such
director occurring prior to such repeal or modification.

                                ARTICLE XIII

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 1.  Right to Indemnification.  Each person who was, or is
threatened to be made a party to or is otherwise involved (including,
without limitation, as a witness) in any actual or threatened action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director or officer of the
corporation or, while a director or officer, he or she is or was serving at
the request of the corporation as a director, trustee, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official
capacity as a director, trustee, officer, employee or agent or in any other
capacity while serving as a director, trustee, officer, employee or agent,
shall be indemnified and held harmless by the corporation, to the full
extent permitted by applicable law as then in effect, against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA
excise taxes or penalties and amounts to be paid in settlement) actually
and reasonably incurred or suffered by such person in connection therewith,
and such indemnification shall continue as to a person who has ceased to be
a director, trustee, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided,
however, that except as provided in Section 2 of this Article with respect
to proceedings seeking to enforce rights to indemnification, the
corporation shall indemnify any such person seeking indemnification 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 of the corporation.  The right to indemnification conferred in
this Section 1 shall be a contract right and shall include the right to be
paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that the
payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section 1 or
otherwise.

      Section 2.  Right of Claimant to Bring Suit.  If a claim under
Section 1 of this Article is not paid in full by the corporation within
sixty (60) days after a written claim has been received by the corporation,
except in the case of a claim for expenses incurred in defending a
proceeding in advance of its final disposition, in which case the
applicable period shall be twenty (20) days, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, to the extent successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim.  The claimant shall be presumed to be entitled to indemnification
under this Article upon submission of a written claim (and, in an action
brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required
undertaking has been tendered to the corporation), and thereafter the
corporation shall have the burden of proof to overcome the presumption that
the claimant is so entitled.  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 or reimbursement or advancement of
expenses to the claimant is proper in the circumstances nor an actual
determination by the corporation (including its board of directors,
independent legal counsel or its shareholders) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of
expenses shall be a defense to the action or create a presumption that the
claimant is not so entitled.

      Section 3.  Nonexclusivity of Rights.  The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance
of its final disposition conferred in this Article shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, Bylaws, agreement,
vote of shareholders or disinterested directors or otherwise.

      Section 4.  Insurance, Contracts and Funding.  The corporation may
maintain insurance, at its expense, to protect itself and any director,
trustee, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the corporation would have
the power to indemnify such person against such expense, liability or loss
under the Washington Business Corporation Act.  The corporation may,
without further shareholder action, enter into contracts with any director
or officer of the corporation in furtherance of the provisions of this
Article and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification as
provided in this Article.

      Section 5.  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 with the same scope and effect as the provisions of this
Article with respect to the indemnification and advancement of expenses of
directors and officers of the corporation or pursuant to rights granted
pursuant to, or provided by, the Washington Business Corporation Act or
otherwise.

Dated March __, 2000


                                       ________________________________
                                       Eric A. DeJong, Incorporator


                    CONSENT TO SERVE AS REGISTERED AGENT

      I, David C. Thompson, hereby consent to serve as Registered Agent, in
the State of Washington, for Datamarine-Wash., Inc.  I understand that as
agent for the corporation, it will be my responsibility to receive service
of process in the name of the corporation; to forward all mail to the
corporation; and to immediately notify the office of the Secretary of State
in the event of my resignation, or of any changes in the registered office
address of Datamarine-Wash., Inc.

Dated: March __, 2000


                                       ________________________________
                                       David C. Thompson

                                       7030 220th St. S.W.
                                       Mountlake Terrace, WA 98043