Exhibit 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                COST-U-LESS, INC.
<PAGE>

                                   AMENDMENTS

Section                   Effect of Amendment                 Date of Amendment
-------                   -------------------                 -----------------

 2.14      Text of Board of Directors Resolution:                  7/24/01
           "Section 2.14 shall be deleted in its entirety;"

           Effect:
           Removes provision authorizing cumulative voting
           for directors.

 3.32      Text of Board of Directors Resolution:                  7/24/01

           "Section 3.3.2 shall be amended and restated in
           its entirety to read as follows:

           `3.3.2 Election

           Unless otherwise provided in the Articles of
           Incorporation, shareholders of this corporation
           shall not have the right to cumulate votes for
           the election of Directors.'"
<PAGE>

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                COST-U-LESS, INC.

                               SECTION 1. OFFICES

     The principal office of the corporation shall be located at the principal
place of business or such other place as the Board of Directors ("Board") may
designate. The corporation may have such other offices, either within or without
the State of Washington, as the Board may designate or as the business of the
corporation may require from time to time.

                             SECTION 2. SHAREHOLDERS

2.1 Annual Meeting

     The annual meeting of the shareholders shall be held each year within 90 to
180 days after the fiscal year end of the corporation at a date, time and
location determined by resolution of the Board of Directors, for the purpose of
electing Directors and transacting such other business as may properly come
before the meeting. At any time prior to the commencement of the annual meeting,
the Board may postpone the annual meeting for a period of up to one hundred
twenty (120) days from the date fixed for such meeting in accordance with this
Subsection 2.1.

2.2 Special Meetings

     The Chairman of the Board, the President or the Board may call special
meetings of the shareholders for any purpose. Further, a special meeting of the
shareholders shall be held if the holders of not less than 25% of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held.

2.3 Meetings by Communication Equipment

     Shareholders may participate in any meeting of the shareholders by any
means of communication by which all persons participating in the meeting can
hear each other during the meeting. Participation by such means shall constitute
presence in person at a meeting.

2.4 Date, Time and Place of Meeting

     Except as otherwise provided herein, all meetings of shareholders,
including those held pursuant to demand by shareholders as provided herein,
shall be held on such date and at such time and place, within or without the
State of Washington, designated by or at the direction of the Board.
<PAGE>

2.5 Business for Shareholders' Meetings

     2.5.1 Business at Annual Meetings

     In addition to the election of directors, other proper business may be
transacted at an annual meeting of shareholders, provided that such business is
properly brought before such meeting. To be properly brought before an annual
meeting, business must be (a) brought by or at the direction of the Board or (b)
brought before the meeting by a shareholder pursuant to written notice thereof,
in accordance with subsection 2.5.3 hereof, and received by the Secretary not
fewer than 60 nor more than 90 days prior to the date specified in subsection
2.1 hereof for such annual meeting (or if less than 60 days' notice or prior
public disclosure of the date of the annual meeting is given or made to the
shareholders, not later than the tenth day following the day on which the notice
of the date of the annual meeting was mailed or such public disclosure was
made). Any such shareholder notice shall set forth (i) the name and address of
the shareholder proposing such business; (ii) a representation that the
shareholder is entitled to vote at such meeting and a statement of the number of
shares of the corporation which are beneficially owned by the shareholder; (iii)
a representation that the shareholder intends to appear in person or by proxy at
the meeting to propose such business; and (iv) as to each matter the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting, the language of the proposal (if appropriate), and any
material interest of the shareholder in such business. No business shall be
conducted at any annual meeting of shareholders except in accordance with this
subsection 2.5.1. If the facts warrant, the Board, or the chairman of an annual
meeting of shareholders, may determine and declare (a) that a proposal does not
constitute proper business to be transacted at the meeting or (b) that business
was not properly brought before the meeting in accordance with the provisions of
this subsection 2.5.1 and, if, in either case, it is so determined, any such
business shall not be transacted. The procedures set forth in this subsection
2.5.1 for business to be properly brought before an annual meeting by a
shareholder are in addition to, and not in lieu of, the requirements set forth
in Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934, as
amended, or any successor provision.

     2.5.2 Business at Special Meetings

     At any special meeting of the shareholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with subsection 2.4
hereof, shall come before such meeting.

     2.5.3 Notice to Corporation

     Any written notice required to be delivered by a shareholder to the
corporation pursuant to subsection 2.4, subsection 2.5.1 or subsection 2.5.2
hereof must be given, either by personal delivery or by registered or certified
mail, postage prepaid, to the Secretary at the corporation's executive offices
in the City of Bellevue, State of Washington.

2.6 Notice of Meeting

     Written notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called shall be given by or at the


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<PAGE>

direction of the Board, the Chairman of the Board, the President or the
Secretary to each shareholder entitled to notice of or to vote at the meeting
not less than 10 nor more than 60 days before the meeting, except that notice of
a meeting to act on an amendment to 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 regular
course of business or the dissolution of the corporation shall be given not less
than 20 nor more than 60 days before such meeting. Such notice may be
transmitted by mail, private carrier, personal delivery, telegraph, teletype or
communications equipment which transmits a facsimile of the notice to like
equipment which receives and reproduces such notice. If these forms of written
notice are impractical in the view of the Board, the Chairman of the Board, the
President or the Secretary, written notice may be transmitted by an
advertisement in a newspaper of general circulation in the area of the
corporation's principal office. If such notice is mailed, it shall be deemed
effective when deposited in the official government mail, first-class postage
prepaid, properly addressed to the shareholder at such shareholder's address as
it appears in the corporation's current record of shareholders. Notice given in
any other manner shall be deemed effective when dispatched to the shareholder's
address, telephone number or other number appearing on the records of the
corporation. Any notice given by publication as herein provided shall be deemed
effective five days after first publication.

2.7 Waiver of Notice

     Whenever any notice is required to be given to any shareholder under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice and delivered to the corporation, whether before
or after the date and time of the meeting, shall be deemed equivalent to the
giving of such notice. Further, notice of the time, place and purpose of any
meeting will be deemed to be waived by any shareholder by attendance thereat in
person or by proxy, unless such shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting.

2.8 Fixing of Record Date for Determining Shareholders

     For the purpose of determining shareholders entitled (a) to notice of or to
vote at any meeting of shareholders or any adjournment thereof, (b) to demand a
special meeting, or (c) to receive payment of any dividend, or in order to make
a determination of shareholders for any other purpose, the Board may fix a
future date as the record date for any such determination. Such record date
shall be not more than 70 days, and in case of a meeting of shareholders not
less than 10 days prior to the date on which the particular action requiring
such determination is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting, the
record date shall be the day immediately preceding the date on which notice of
the meeting is first given to shareholders. Such a determination shall apply to
any adjournment of the meeting unless the Board fixes a new record date, which
it shall do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting. If no record date is set for the
determination of shareholders entitled to receive payment of any stock dividend
or distribution (other than one involving a purchase, redemption, or other
acquisition of the corporation's shares) the record date shall be the date the
Board authorizes the stock dividend or distribution.


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<PAGE>

2.9 Voting Record

     At least 10 days before each meeting of shareholders, an alphabetical list
of the shareholders entitled to notice of such meeting shall be made, arranged
by voting group and by each class or series of shares therein, with the address
of and number of shares held by each shareholder. This record shall be kept at
the principal office of the corporation for 10 days prior to such meeting, and
shall be kept open at such meeting, for the inspection of any shareholder or any
shareholder's agent.

2.10 Quorum

     A majority of the votes entitled to be cast on a matter by the holders of
shares that, pursuant to the Articles of Incorporation or the Washington
Business Corporation Act, are entitled to vote and be counted collectively upon
such matter, represented in person or by proxy, shall constitute a quorum of
such shares at a meeting of shareholders. If less than a majority of such votes
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time without further notice if the new date, time or
place is announced at the meeting before adjournment. Any business may be
transacted at a reconvened meeting that might have been transacted at the
meeting as originally called, provided a quorum is present or represented
thereat. Once a share is represented for any purpose at a meeting other than
solely to object to holding the meeting or transacting business thereat, it is
deemed present for quorum purposes for the remainder of the meeting and any
adjournment thereof (unless a new record date is or must be set for the
adjourned meeting) notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.

2.11 Manner of Acting

     If a quorum is present, action on a matter other than the election of
Directors shall be approved if the votes cast in favor of the action by the
shares entitled to vote and be counted collectively upon such matter exceed the
votes cast against such action by the shares entitled to vote and be counted
collectively thereon, unless the Articles of Incorporation or the Washington
Business corporation Act requires a greater number of affirmative votes.

2.12 Proxies

     A shareholder may vote by proxy executed in writing by the shareholder or
by his or her attorney-in-fact or agent. Such proxy shall be effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. A proxy shall become invalid 11 months after the date of its execution,
unless otherwise provided in the proxy. A proxy with respect to a specified
meeting shall entitle the holder thereof to vote at any reconvened meeting
following adjournment of such meeting but shall not be valid after the final
adjournment thereof.

2.13 Voting of Shares

     Except as provided in the Articles of Incorporation or in Section 2.13
hereof, each outstanding share entitled to vote with respect to a matter
submitted to a meeting of shareholders shall be entitled to one vote upon such
matter.


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<PAGE>

2.14 Voting for Directors

     Each shareholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such shareholder for as many
persons as there are Directors to be elected and for whose election such
shareholder has a right to vote, or (unless otherwise provided in the Articles
of Incorporation) each such shareholder may cumulate such shareholder's votes by
distributing among one or more candidates as many votes as are equal to the
number of such Directors multiplied by the number of such shareholder's shares.
Unless otherwise provided in the Articles of Incorporation, the candidates
elected shall be those receiving the largest number of votes cast, up to the
number of Directors to be elected.

2.15 Action by Shareholders Without a Meeting

     Any action which could be taken at a meeting of the shareholders may be
taken without a meeting if one or more written consents setting forth the action
so taken are signed by all shareholders entitled to vote on the action and are
delivered to the corporation. If not otherwise fixed by the Board, the record
date for determining the shareholders entitled to take action without a meeting
is the date the first shareholders signs the consent. A shareholder may withdraw
a consent only by delivering a written notice of withdrawal to the corporation
prior to the time that all consents are in the possession of the corporation.
Action taken by written consent of shareholders without a meeting is effective
when all consents the possession of the corporation, unless the consent
specifies a later effective date. Any such consent shall be inserted in the
minute book as if it were the minutes of a meeting of the shareholders.

                         SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

     All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the direction
of, the Board, except as may be otherwise provided in these Bylaws, the Articles
of Incorporation or the Washington Business Corporation Act.

3.2 Number and Tenure

     The Board shall be composed of not less than two nor more than seven
Directors, the specific number to be set by resolution of the Board. The number
of Directors may be changed from time to time by amendment to these Bylaws, but
no decrease in the number of Directors shall have the effect of shortening the
term of any incumbent Director. Prior to the election of Directors at the May
1998 special meeting of shareholders (or written consent in lieu of such
meeting, if applicable), unless a Director dies, resigns, or is removed, his or
her term of office shall expire at the next annual meeting of shareholders.

     At the election of Directors at the May 1998 special meeting of
shareholders (or written consent in lieu of such meeting, if applicable), the
Board of Directors shall be divided into three classes, with said classes to be
as equal in number as may be possible. At the first election of Directors to
such classified Board of Directors, each Class 1 Director shall be elected to
serve until the next ensuing annual meeting of shareholders, each Class 2
Director shall be elected to


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<PAGE>

serve until the second ensuing annual meeting of shareholders and each Class 3
Director shall be elected to serve until the third ensuing annual meeting of
shareholders. At each annual meeting of shareholders following the meeting at
which the Board of Directors is initially classified, the number of Directors
equal to the number of Directors in the class whose term expires at the time of
such meeting shall be elected to serve until the third ensuing annual meeting of
shareholders. Notwithstanding any of the foregoing provisions of this Section
3.2, Directors shall serve until their successors are elected and qualified or
until their earlier death, resignation or removal from office or until there is
a decrease in the number of Directors. Directors need not be shareholders of the
corporation or residents of the State of Washington and need not meet any other
qualifications.

3.3 Nomination and Election

     3.3.1 Nomination

     Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors. Nominations for the election of
Directors may be made (a) by or at the direction of the Board or (b) by any
shareholder of record entitled to vote for the election of Directors at such
meeting; provided, however, that a shareholder may nominate persons for election
as Directors only if written notice (in accordance with subsection 2.5.3 hereof)
of such shareholder's intention to make such nominations is received by the
Secretary not later than (i) with respect to an election to be held at an annual
meeting of the shareholders, not fewer than 60 nor more than 90 days prior to
the date specified in subsection 2.1 hereof for such annual meeting (or if less
than 60 days' notice or prior public disclosure of the date of the annual
meeting is given or made to the shareholders, not later than the tenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made) and (ii) with respect to an election
to be held at a special meeting of the shareholders for the election of
Directors, the close of business on the seventh business day following the date
on which notice of such meeting is first given to shareholders. Any such
shareholder's notice shall set forth (a) the name and address of the shareholder
who intends to make a nomination; (b) a representation that the shareholder is
entitled to vote at such meeting and a statement of the number of shares of the
corporation which are beneficially owned by the shareholder; (c) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (d) as to
each person the shareholder proposes to nominate for election or re-election as
a Director, the name and address of such person and such other information
regarding such nominee as would be required in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had such nominee
been nominated by the Board, and a description of any arrangements or
understandings, between the shareholder and such nominee and any other persons
(including their names), pursuant to which the nomination is to be made; and (e)
the consent of each such nominee to serve as a Director if elected. If the facts
warrant, the Board, or the chairman of a shareholders' meeting at which
Directors are to be elected, shall determine and declare that a nomination was
not made in accordance with the foregoing procedure and, if it is so determined,
the defective nomination shall be disregarded. The right of shareholders to make
nominations pursuant to the foregoing procedure is subject to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation. The procedures set forth in this
subsection 3.3 for nomination for the election of Directors by shareholders are
in addition


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<PAGE>

to, and not in limitation of, any procedures now in effect or hereafter adopted
by or at the direction of the Board or any committee thereof.

     3.3.2 Election

     At each election of Directors, the persons receiving the greatest number of
votes shall be the Directors.

3.4 Annual and Regular Meetings

     An annual Board meeting shall be held without notice immediately after and
at the same place as the annual meeting of shareholders. By resolution the
Board, or any committee thereof, may specify the time and place either within or
without the State of Washington for holding regular meetings thereof without
notice other than such resolution.

3.5 Special Meetings

     Special meetings of the Board or any committee designated by the Board may
be called by or at the request of the Chairman of the Board, the President, the
Secretary or, in the case of special Board meetings, any two Directors and, in
the case of any special meeting of any committee designated by the Board, by the
Chairman thereof. The person or persons authorized to call special meetings may
fix any place either within or without the State of Washington as the place for
holding any special Board or committee meeting called by them.

3.6 Meetings by Communications Equipment

     Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by, or conduct the meeting
through the use of, any means of communication by which all Directors
participating in the meeting can hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.

3.7 Notice of Special Meetings

     Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally. Neither
the business to be transacted at, nor the purpose of, any special meeting need
be specified in the notice of such meeting.

     3.7.1 Personal Delivery

     If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least two days before the meeting.

     3.7.2 Delivery by Mail

     If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail at least five days before the meeting,
properly addressed to a Director at his or her address shown on the records of
the corporation, with postage thereon prepaid.


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<PAGE>

     3.7.3 Delivery by Private Carrier

     If notice is given by private carrier, the notice shall be deemed effective
when dispatched to a Director at his or her address shown on the records of the
corporation at least three days before the meeting.

     3.7.4 Facsimile Notice

     If notice is delivered by wire or wireless equipment which transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before the meeting to a Director at his or her telephone number
or other number appearing on the records of the corporation.

     3.7.5 Delivery by Telegraph

     If notice is delivered by telegraph, the notice shall be deemed effective
if the content thereof is delivered to the telegraph company for delivery to a
Director at his or her address shown on the records of the corporation at least
three days before the meeting.

     3.7.6 Oral Notice

     If notice is delivered orally, by telephone or in person, the notice shall
be deemed effective if personally given to the Director at least two days before
the meeting.

3.8 Waiver of Notice

     3.8.1 In Writing

     Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice and delivered to the corporation, whether before
or after the date and time of the meeting, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board or any committee designated by
the Board need be specified in the waiver of notice of such meeting.

     3.8.2 By Attendance

     A Director's attendance at or participation in a Board or committee meeting
shall constitute a waiver of notice of such meeting, unless the Director at the
beginning of the meeting, or promptly upon his or her arrival, objects to
holding the meeting or transacting business thereat and does not thereafter vote
for or assent to action taken at the meeting.

3.9 Quorum

     A majority of the number of Directors fixed by or in the manner provided in
these Bylaws shall constitute a quorum for the transaction of business at any
Board meeting but, if less


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<PAGE>

than a majority are present at a meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.

3.10 Manner of Acting

     If a quorum is present when the vote is taken, the act of the majority of
the Directors present at a Board meeting shall be the act of the Board, unless
the vote of a greater number is required by these Bylaws, the Articles of
Incorporation or the Washington Business Corporation Act.

3.11 Presumption of Assent

     A Director of the corporation who is present at a Board or committee
meeting at which any action is taken shall be deemed 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 the meeting or transacting any
business thereat, (b) the Director's dissent or abstention from the action taken
is entered in the minutes of the meeting, or (c) the Director delivers written
notice of the Director's dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation within a reasonable time
after adjournment of the meeting. The right of dissent or abstention is not
available to a Director who votes in favor of the action taken.

3.12 Action by Board or Committees Without a Meeting

     Any action which could be taken at a meeting of the Board or of any
committee created by the Board may be taken without a meeting if one or more
written consents setting forth the action so taken are signed by each of the
Directors or by each committee member either before or after the action is taken
and delivered to the corporation. Action taken by written consent of Directors
without a meeting is effective when the last Director signs the consent, unless
the consent specifies a later effective date. Any such written consent shall be
inserted in the minute book as if it were the minutes of a Board or a committee
meeting.

3.13 Resignation

     Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board. Any such
resignation is effective upon delivery thereof unless the notice of resignation
specifies a later effective date and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

3.14 Removal

     At a meeting of shareholders called expressly for that purpose, one or more
members of the Board, including the entire Board, may be removed with or without
cause (unless the Articles of Incorporation permit removal for cause only) by
the holders of the shares entitled to elect the Director or Directors whose
removal is sought if the number of votes cast to remove the Director exceeds the
number of votes cast not to remove the Director. If the Articles of
Incorporation permit cumulative voting in the election of Directors, then a
Director may not be removed if the number of votes sufficient to elect such
Director if then cumulatively voted at an election of the


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<PAGE>

entire Board or, if there are classes of Directors, at an election of the class
of Directors of which such Director is a part, is voted against the Director's
removal.

3.15 Vacancies

     Unless the Articles of Incorporation provide otherwise, any vacancy
occurring on the Board may be filled by the shareholders, the Board or, if the
Directors in office constitute fewer than a quorum, by the affirmative vote of a
majority of the remaining Directors. Any vacant office held by a Director
elected by the holders of one or more classes or series of shares entitled to
vote and be counted collectively thereon shall be filled only by the vote of the
holders of such class or series of shares. A Director elected to fill a vacancy
shall serve only until the next election of Directors by the shareholders.

3.16 Executive and Other Committees

     3.16.1 Creation of Committees

     The Board, by resolution adopted by the greater of a majority of the
Directors then in office and the number of Directors required to take action in
accordance with these Bylaws, may create standing or temporary committees,
including an Executive Committee, and appoint members thereto from its own
number and invest such committees with such powers as it may see fit, subject to
such conditions as may be prescribed by the Board, these Bylaws and applicable
law. Each committee must have two or more members, who shall serve at the
pleasure of the Board.

     3.16.2 Authority of Committees

     Each committee shall have and may exercise all of the authority of the
Board to the extent provided in the resolution of the Board creating the
committee and any subsequent resolutions pertaining thereto and adopted in like
manner, except that no such committee shall have the authority to: (1) authorize
or approve a distribution except according to a general formula or method
prescribed by the Board, (2) approve or propose to shareholders actions or
proposals required by the Washington Business Corporation Act to be approved by
shareholders, (3) fill vacancies on the Board or any committee thereof, (4)
adopt, amend or repeal Bylaws, (5) amend the Articles of Incorporation pursuant
to RCW 23B.10.020, (6) approve a plan of merger not requiring shareholder
approval, or (7) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares except that the Board may authorize a
committee or a senior executive officer of the corporation to do so within
limits specifically prescribed by the Board.

     3.16.3 Audit Committee

     In addition to any committees appointed pursuant to this Section 3.16.2,
there shall be an Audit Committee, appointed annually by the Board, consisting
of at least two Directors who are not members of management. It shall be the
responsibility of the Audit Committee to review the scope and results of the
annual independent audit of books and records of the corporation, to review
compliance with all corporate policies which have been approved by the Board and
to discharge such other responsibilities as may from time to time be assigned to
it by the Board.


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<PAGE>

The Audit Committee shall meet at such times and places as the members deem
advisable, and shall make such recommendations to the Board as they consider
appropriate.

     3.16.4 Compensation Committee

     The Board may, in its discretion, designate a Compensation Committee
consisting of not less than two Directors as it may from time to time determine.
The duties of the Compensation Committee shall consist of the following: (a) to
establish and review periodically, but not less than annually, the compensation
of the officers of the corporation and to make recommendations concerning such
compensation to the Board; (b) to consider incentive compensation plans for the
employees of the corporation; (c) to carry out the duties assigned to the
Compensation Committee under any stock option plan or other plan approved by the
corporation; (d) to consult with the President concerning any compensation
matters deemed appropriate by the President or the Compensation Committee; and
(e) to perform such other duties as shall be assigned to the Compensation
Committee by the Board.

     3.16.5 Nominating and Organization Committee

     The Board may, in its discretion, designate a Nominating and Organization
Committee consisting of not less than two Directors as it may from time to time
determine. The duties of the Nominating and Organization Committee shall consist
of the following: (a) to report and make recommendations to the Board on the
size and composition of the Board and nominees for Directors; (b) to evaluate
the performance of the officers of the corporation and together with management,
select and recommend to the Board appropriate individuals for election,
appointment and promotion as officers of the corporation and ensure the
continuity of capable management; (c) to report and make recommendations to the
Board on the organization of the corporation; and (d) to perform such other
duties as shall be assigned to the Nominating and Organization Committee by the
Board.

     3.16.6 Quorum and Manner of Acting

     A majority of the number of Directors composing any committee of the Board,
as established and fixed by resolution of the Board, shall constitute a quorum
for the transaction of business at any meeting of such committee but, if less
than a majority are present at a meeting, a majority of such Directors present
may adjourn the meeting from time to time without further notice. Except as may
be otherwise provided in the Washington Business Corporation Act, if a quorum is
present when the vote is taken the act of a majority of the members present
shall be the act of the committee.

     3.16.7 Minutes of Meetings

     All committees shall keep regular minutes of their meetings and shall cause
them to be recorded in books kept for that purpose.

     3.16.8 Resignation

     Any member of any committee may resign at any time by delivering written
notice thereof to the Chairman of the Board, the President, the Secretary or the
Board. Any such


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resignation is effective upon delivery thereof, unless the notice of resignation
specifies a later effective date, and the acceptance of such resignation shall
not be necessary to make it effective.

     3.16.9 Removal

     The Board may remove any member of any committee elected or appointed by it
but only by the affirmative vote of the greater of a majority of the Directors
then in office and the number of Directors required to take action in accordance
with these Bylaws.

3.17 Compensation

     By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.

                              SECTION 4. OFFICERS

4.1 Appointment and Term

     The officers of the corporation shall be those officers appointed from time
to time by the Board or by any other officer empowered to do so. The Board shall
have sole power and authority to appoint executive officers. As used herein, the
term "executive officer" shall mean the President, any Vice President in charge
of a principal business unit, division or function or any other officer who
performs a policy-making function. The Board or the President may appoint such
other officers and assistant officers to hold office for such period, have such
authority and perform such duties as may be prescribed. The Board may delegate
to any other officer the power to appoint any subordinate officers and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person. Unless an officer dies, resigns or
is removed from office, he or she shall hold office until his or her successor
is appointed.

4.2 Resignation

     Any officer may resign at any time by delivering written notice thereof to
the corporation. Any such resignation is effective upon delivery thereof, unless
the notice of resignation specifies a later effective date, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

4.3 Removal

     Any officer may be removed by the Board at any time, with or without cause.
An officer or assistant officer, if appointed by another officer, may be removed
by any officer authorized to appoint officers or assistant officers.

4.4 Contract Rights of Officers


                                       12
<PAGE>

     The appointment of an officer does not itself create contract rights.

4.5 Chairman of the Board

     If appointed, the Chairman of the Board shall perform such duties as shall
be assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and shareholders unless another officer is appointed or
designated by the Board as Chairman of such meetings.

4.6 President

     If appointed, the President shall be the chief executive officer of the
corporation unless some other officer is so designated by the Board, shall
preside over meetings of the Board and shareholders in the absence of a Chairman
of the Board, and, subject to the Board's control, shall supervise and control
all of the assets, business and affairs of the corporation. In general, the
President shall perform all duties incident to the office of President and such
other duties as are prescribed by the Board from time to time. If no Secretary
has been appointed, the President shall have responsibility for the preparation
of minutes of meetings of the Board and shareholders and for authentication of
the records of the corporation.

4.7 Vice President

     In the event of the death of the President or his or her inability to act,
the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President. Vice Presidents shall perform such other duties
as from time to time may be assigned to them by the President or by or at the
direction of the Board.

4.8 Secretary

     If appointed, the Secretary shall be responsible for preparation of minutes
of the meetings of the Board and shareholders, maintenance of the corporation
records and stock registers, and authentication of the corporation's records and
shall in general perform all 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 President
or by or at the direction of the Board. In the absence of the Secretary, an
Assistant Secretary may perform the duties of the Secretary.

4.9 Treasurer

     If appointed, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in banks,
trust companies or other depositories selected in accordance with the provisions
of these Bylaws, and in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
or her by the President or by or at the direction of the Board. In the absence
of the Treasurer, an Assistant


                                       13
<PAGE>

Treasurer may perform the duties of the Treasurer. If required by the Board, the
Treasurer or any Assistant Treasurer shall give a bond for the faithful
discharge of his or her duties in such amount and with such surety or sureties
as the Board shall determine.

4.10 Salaries

     The salaries of the officers shall be fixed from time to time by the Board
or by any person or persons to whom the Board has delegated such authority. No
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation.

                SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

     The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.

5.2 Loans to the Corporation

     No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such

5.3 Checks, Drafts, Etc.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, or agent or agents, of the corporation and in such
manner as is from time to time determined by resolution of the Board.

5.4 Deposits

     All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the Board may select.

             SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares

     No shares of the corporation shall be issued unless authorized by the
Board, or by a committee designated by the Board to the extent such committee is
empowered to do so.

6.2 Certificates for Shares

     Certificates representing shares of the corporation shall be signed, either
manually or in facsimile, by the President or any Vice President and by the
Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
and shall include on their face written notice of any


                                       14
<PAGE>

restrictions which may be imposed on the transferability of such shares. All
certificates shall be consecutively numbered or otherwise identified.

6.3 Stock Records

     The stock transfer books shall be kept at the principal office of the
corporation or at the office of the corporation's transfer agent or registrar.
The name and address of each person to whom certificates for shares are issued,
together with the class and number of shares represented by each such
certificate and the date of issue thereof, shall be entered on the stock
transfer books of the corporation. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.

6.4 Restriction on Transfer

     Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is contained on
the face, which reads substantially as follows:

          "The securities evidenced by this certificate have not been registered
          under the Securities Act of 1933, as amended, or any applicable state
          law, and no interest therein may be sold, distributed, assigned,
          offered, pledged or otherwise transferred unless (a) there is an
          effective registration statement under such Act and applicable state
          securities laws covering any such transaction involving said
          securities or (b) this corporation receives an opinion of legal
          counsel for the holder of these securities (concurred in by legal
          counsel for this corporation) stating that such transaction is exempt
          from registration or this corporation otherwise satisfies itself that
          such transaction is exempt from registration. "

6.5 Transfer of Shares

     The transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and cancelled.

6.6 Lost or Destroyed Certificates

     In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.


                                       15
<PAGE>

                          SECTION 7. BOOKS AND RECORDS

     The corporation shall:

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

          (b) Maintain appropriate accounting records.

          (c) Maintain a record of its shareholders, in a form 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; provided, however, such record may be maintained by an agent of
the corporation.

          (d) Maintain its records in written form or in another form capable of
conversion into written form within a reasonable time.

          (e) Keep a copy of the following records at its principal office:

               1. the Articles of Incorporation and all amendments thereto as
currently in effect;

               2. the Bylaws and all amendments thereto as currently in effect;

               3. the minutes of all meetings of shareholders and records of all
action taken by shareholders without a meeting, for the past three years;

               4. the financial statements described in Section 23B.16.200(1) of
the Washington Business Corporation Act, for the past three years;

               5. all written communications to shareholders generally within
the past three years;

               6. a list of the names and business addresses of the current
Directors and officers; and

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

                           SECTION 8. ACCOUNTING YEAR

     The accounting year of the corporation shall be the calendar year, provided
that if a different accounting year is at any time selected by the Board for
purposes of federal income taxes, or any other purpose, the accounting year
shall be the year so selected.


                                       16
<PAGE>

SECTION 9. SEAL

     The Board may provide for a corporate seal which shall consist of the name
of the corporation, the state of its incorporation and the year of its
incorporation.

                          SECTION 10. INDEMNIFICATION

10.1 Right to Indemnification

     Each person who was, is or is threatened to be made a named party to or is
otherwise involved (including, without limitation, as a witness) in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
Director or officer of the corporation or, that being or having been such a
Director or officer or an employee of the corporation, he or she is or was
serving at the request of an executive officer of the corporation as a Director,
officer, partner, trustee, employee or agent of another corporation or of a
partnership, joint venture, trust, employee benefit plan or other enterprise
(hereinafter an "indemnitee"), whether the basis of a proceeding is alleged
action in an official capacity as such a Director, officer, partner, trustee,
employee or agent or in any other capacity while serving as such a Director,
officer, partner, trustee, employee or agent, shall be indemnified and held
harmless by the corporation against all expense, liability and loss (including
counsel fees, judgments, fines, ERISA excise taxes or penalties and amounts to
be paid in settlement) actually and reasonably incurred or suffered by such
indemnitee in connection therewith, and such indemnification shall continue as
to an indemnitee who has ceased to be a Director, officer, partner, trustee,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators. Except as provided in subsection 10.2 of this
Section with respect to proceedings seeking to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if a proceeding (or part thereof) was authorized or ratified by the Board. The
right to indemnification conferred in this Section shall be a contract right.

10.2 Restrictions on Indemnification

     No indemnification shall be provided to any such indemnitee for acts or
omissions of the indemnitee finally adjudged to be intentional misconduct or a
knowing violation of law, for conduct of the indemnitee finally adjudged to be
in violation of Section 23B.08.310 of the Washington Business Corporation Act,
for any transaction with respect to which it was finally adjudged that such
indemnitee personally received a benefit in money, property or services to which
the indemnitee was not legally entitled or if the corporation is otherwise
prohibited by applicable law from paying such indemnification, except that if
Section 23B.08.560 or any successor provision of the Washington Business
Corporation Act is hereafter amended, the restrictions on indemnification set
forth in this subsection 10.2 shall be as set forth in such amended statutory
provision.

10.3 Advancement of Expenses


                                       17
<PAGE>

     The right to indemnification conferred in this Section shall include the
right to be paid by the corporation the expenses incurred in defending any
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses"). An advancement of expenses shall be made upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses
under this subsection 10.3.

10.4 Right of Indemnitee to Bring Suit

     If a claim under subsection 10.1 or 10.3 of this Section is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days, the indemnitee
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim. If successful in whole or in part, in any such suit
or in a suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. The indemnitee
shall be presumed to be entitled to indemnification under this Section upon
submission of a written claim (and, in an action brought to enforce a claim for
an advancement of expenses, 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 indemnitee is so entitled.

10.5 Procedures Exclusive

     Pursuant to Section 23B.08.560(2) or any successor provision of the
Washington Business Corporation Act, the procedures for indemnification and
advancement of expenses set forth in this Section are in lieu of the procedures
required by Section 23B.08.550 or any successor provision of the Washington
Business Corporation Act.

10.6 Nonexclusivity of Rights

     The right to indemnification and the advancement of expenses conferred in
this Section 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 or Bylaws of the corporation, general or specific action of the
Board, contract or otherwise.

10.7 Insurance, Contracts and Funding

     The corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, partner, trustee, 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 enter into contracts with any Director, officer, partner, trustee, employee
or agent of the corporation in furtherance of the provisions of this Section 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
Section.


                                       18
<PAGE>

10.8 Indemnification of Employees and Agents of the Corporation

     The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees and agents or any class
or group of employees and agents of the corporation (i) with the same scope and
effect as the provisions of this Section with respect to the indemnification and
advancement of expenses of Directors and officers of the corporation; (ii)
pursuant to rights granted pursuant to, or provided by, the Washington Business
Corporation Act; or (iii) as are otherwise consistent with law.

10.9 Persons Serving Other Entities

     Any person who, while a Director, officer or employee of the corporation,
is or was serving (a) as a Director or officer of another foreign or domestic
corporation of which a majority of the shares entitled to vote in the election
of its Directors is held by the corporation or (b) as a partner, trustee or
otherwise in an executive or management capacity in a partnership, joint
venture, trust or other enterprise of which the corporation or a wholly owned
subsidiary of the corporation is a general partner or has a majority ownership
shall be deemed to be so serving at the request of an executive officer of the
corporation and entitled to indemnification and advancement of expenses under
subsections 10.1 and 10.3 of this Section.

                             SECTION 11. AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board, except that the Board may not repeal or amend any Bylaw
that the shareholders have expressly provided, in amending or repealing such
Bylaw, may not be amended or repealed by the Board. The shareholders may also
alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the
Board may be amended, repealed, altered or modified by the shareholders.

                SECTION 12. VOTING SHARES OF ANOTHER CORPORATION

     Shares of another corporation held by this corporation may be voted by the
president or vice-president, or by proxy appointment form executed by either of
them, unless the Directors by resolution shall designate some other person to
vote the shares.

     The foregoing Amended and Restated Bylaws were adopted by the Board of
Directors on _________________, 1998.


                                        ----------------------------------------
                                        Secretary


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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


SECTION 1. OFFICES.............................................................1

SECTION 2. SHAREHOLDERS........................................................1
     2.1   Annual Meeting......................................................1
     2.2   Special Meetings....................................................1
     2.3   Meetings by Communication Equipment.................................1
     2.4   Date, Time and Place of Meeting.....................................1
     2.5   Business for Shareholders' Meetings.................................2
           2.5.1  Business at Annual Meetings..................................2
           2.5.2  Business at Special Meetings.................................2
           2.5.3  Notice to Corporation........................................2
     2.6   Notice of Meeting...................................................2
     2.7   Waiver of Notice....................................................3
     2.8   Fixing of Record Date for Determining Shareholders..................3
     2.9   Voting Record.......................................................4
     2.10  Quorum..............................................................4
     2.11  Manner of Acting....................................................4
     2.12  Proxies.............................................................4
     2.13  Voting of Shares....................................................4
     2.14  Voting for Directors................................................5
     2.15  Action by Shareholders Without a Meeting............................5

SECTION 3. BOARD OF DIRECTORS..................................................5
     3.1   General Powers......................................................5
     3.2   Number and Tenure...................................................5
     3.3   Nomination and Election.............................................6
           3.3.1  Nomination...................................................6
           3.3.2  Election.....................................................7
     3.4   Annual and Regular Meetings.........................................7
     3.5   Special Meetings....................................................7
     3.6   Meetings by Communications Equipment................................7
     3.7   Notice of Special Meetings..........................................7
           3.7.1  Personal Delivery............................................7
           3.7.2  Delivery by Mail.............................................7
           3.7.3  Delivery by Private Carrier..................................8
           3.7.4  Facsimile Notice.............................................8
           3.7.5  Delivery by Telegraph........................................8
           3.7.6  Oral Notice..................................................8
     3.8   Waiver of Notice....................................................8
           3.8.1  In Writing...................................................8
           3.8.2  By Attendance................................................8
     3.9   Quorum..............................................................8
     3.10  Manner of Acting....................................................9


                                       -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page
                                                                            ----


     3.11  Presumption of Assent...............................................9
     3.12  Action by Board or Committees Without a Meeting.....................9
     3.13  Resignation.........................................................9
     3.14  Removal.............................................................9
     3.15  Vacancies..........................................................10
     3.16  Executive and Other Committees.....................................10
           3.16.1 Creation of Committees......................................10
           3.16.2 Authority of Committees.....................................10
           3.16.3 Audit Committee.............................................10
           3.16.4 Compensation Committee......................................11
           3.16.5 Nominating and Organization Committee.......................11
           3.16.6 Quorum and Manner of Acting.................................11
           3.16.7 Minutes of Meetings.........................................11
           3.16.8 Resignation.................................................11
           3.16.9 Removal.....................................................12
     3.17  Compensation.......................................................12

SECTION 4. OFFICERS...........................................................12
     4.1   Appointment and Term...............................................12
     4.2   Resignation........................................................12
     4.3   Removal............................................................12
     4.4   Contract Rights of Officers........................................12
     4.5   Chairman of the Board..............................................13
     4.6   President..........................................................13
     4.7   Vice President.....................................................13
     4.8   Secretary..........................................................13
     4.9   Treasurer..........................................................13
     4.10  Salaries...........................................................14

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS..............................14
     5.1   Contracts..........................................................14
     5.2   Loans to the Corporation...........................................14
     5.3   Checks, Drafts, Etc................................................14
     5.4   Deposits...........................................................14

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER.........................14
     6.1   Issuance of Shares.................................................14
     6.2   Certificates for Shares............................................14
     6.3   Stock Records......................................................15
     6.4   Restriction on Transfer............................................15
     6.5   Transfer of Shares.................................................15
     6.6   Lost or Destroyed Certificates.....................................15

SECTION 7. BOOKS AND RECORDS..................................................16


                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page
                                                                            ----

SECTION 8. ACCOUNTING YEAR....................................................16

SECTION 9. SEAL...............................................................17

SECTION 10. INDEMNIFICATION...................................................17
     10.1   Right to Indemnification..........................................17
     10.2   Restrictions on Indemnification...................................17
     10.3   Advancement of Expenses...........................................17
     10.4   Right of Indemnitee to Bring Suit.................................18
     10.5   Procedures Exclusive..............................................18
     10.6   Nonexclusivity of Rights..........................................18
     10.7   Insurance, Contracts and Funding..................................18
     10.8   Indemnification of Employees and Agents of the Corporation........19

SECTION 11. AMENDMENTS........................................................19

SECTION 12. VOTING SHARES OF ANOTHER CORPORATION..............................19


                                       iii