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                                       BYLAWS
                                         OF
                                 CUTTER & BUCK INC.
                  (As amended and restated on September 26, 1997)

                                     ARTICLE I

                       REGISTERED OFFICE AND REGISTERED AGENT

     The registered office of the corporation shall be located in the state of
Washington at such place as may be fixed from time to time by the board of
directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office.  Any change in the registered agent or registered office shall be
effective upon filing such change with the office of the Secretary of State of
the state of Washington.

                                     ARTICLE II

                               SHAREHOLDERS' MEETINGS

     Section 1.  ANNUAL MEETINGS.  The annual meeting of the shareholders of
the corporation shall be held at the registered office of the corporation, or
such other place as may be designated by the notice of the meeting, during the
month of September each year, for the purpose of election of directors and for
such other business as may properly come before the meeting.

     Section 2.  SPECIAL MEETINGS.  Special meetings of the shareholders of the
corporation may be called at any time by the president, or by a majority of the
board of directors, or by the holders of at least twenty-five percent (25%) of
all the votes entitled to be cast on any issue proposed to be considered at a
proposed special meeting; provided that upon qualification of the corporation
as a "public company" under the Washington Business Corporation Act, the
percentage of votes required to call a special meeting shall be thirty percent
(30%).  No business shall be transacted at any special meeting of shareholders
except as is specified in the notice calling for said meeting.  The board of
directors may designate any place as the place of any special meeting called by
the president or the board of directors, and special meetings called at the
request of shareholders shall be held at such place as may be determined by the
board of directors and placed in the notice of such meetings.

     Section 3.  NOTICE OF MEETINGS.  Written notice of annual or special
meetings of shareholders 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 the Secretary or persons authorized to call the
meeting to each shareholder of record entitled to vote at the meeting.  In the
case of an annual meeting, such notice shall be given not less than ten (10)
nor more than sixty (60) days prior to the date of the meeting, except that
notice of an annual meeting to act on (i) an amendment to the Articles of
Incorporation, (ii) a plan of merger or share exchange, (iii) a proposed sale,
lease, exchange or other disposition of substantially all of the assets of the
corporation other than in the usual or regular course of business, or (iv) the
dissolution of the corporation shall be given no fewer than twenty (20) days
nor more than sixty (60) days before the meeting date.  In the case of a
special

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meeting, such notice shall be given not less than fifty-five (55) nor more than
sixty (60) days prior to the date of the meeting.  Notice may be transmitted by
mail, private carrier or personal delivery; telegraph or teletype; or
telephone, wire or wireless equipment which transmits a facsimile of the
notice.  If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at the shareholder's
address as it appears on the stock transfer books of the corporation.

     Section 4.  WAIVER OF NOTICE.  Notice of the time, place, and purpose of
any meeting may be waived in writing (either before or after such meeting) and
will be waived by any shareholder by the shareholder's attendance at the
meeting in person or by proxy, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.
Any shareholder so waiving shall be bound by the proceedings of any such
meeting in all respects as if due notice thereof had been given.

     Section 5.  QUORUM AND ADJOURNED MEETINGS.  A majority of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders.  A majority of the
shares represented at a meeting, even if less than a quorum, may adjourn the
meeting from time to time without further notice.  At such reconvened meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.  The shareholders present at a duly organized meeting may continue to
transact business at such meeting and at any adjournment of such meeting
(unless a new record date is or must be set for the adjourned meeting),
notwithstanding the withdrawal of enough shareholders from either meeting to
leave less than a quorum.

     Section 6.  PROXIES.  At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by the shareholder's
duly authorized attorney in fact.  Such proxy shall be filed with the secretary
of the corporation before or at the time of the meeting.  No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.

     Section 7.  VOTING RECORD.  After fixing a record date for a shareholders'
meeting, the corporation shall prepare an alphabetical list of the names of all
shareholders on the record date who are entitled to notice of the shareholders'
meeting.  The list shall be arranged by voting group, and within each voting
group by class or series of shares, and show the address of and number of
shares held by each shareholder.  A shareholder, shareholder's agent, or a
shareholder's attorney may inspect the shareholder's list, beginning ten days
prior to the shareholders' meeting and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting notice
in the city where the meeting will be held during regular business hours and at
the shareholder's expense.  The shareholders' list shall be kept open for
inspection during such meeting or any adjournment.

     Section 8.  VOTING OF SHARES.  Except as otherwise provided in the
Articles of Incorporation or in these Bylaws, every shareholder of record shall
have the right at every shareholders' meeting to one vote for every share
standing in the shareholder's name on the books of the corporation.  If a
quorum exists, action on a matter, other than election of directors, is
approved by a voting group of

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shareholders if the votes cast within the voting group favoring the action
exceed the votes cast within the voting group opposing the action, unless the
Articles of Incorporation or the Washington Business Corporation Act require a
greater number of affirmative votes.

     Section 9.  RECORD DATE.  For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or entitled to receive payment of any dividend, the board
of directors may fix in advance a record date for any such determination of
shareholders, such date to be not more than seventy (70) days prior to the date
on which the particular action requiring such determination of shareholders is
to be taken.  If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the day before the date on which
notice of the meeting is mailed or the date on which the resolution of the
board of directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.  When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof, unless the board of directors fixes a new record date,
which it must do if the meeting is adjourned more than one hundred twenty (120)
days after the date fixed for the original meeting.

     Section 10.  NOMINATION OF DIRECTORS.  Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the corporation.  Nominations of persons for election to the Board
of Directors may be made at any annual meeting of shareholders (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (b) by any shareholder of the corporation (i) who is a shareholder of record
on the date of the giving of the notice provided for in this Section 10 and on
the record date for the determination of shareholders entitled to vote at the
annual meeting, and (ii) who timely complies with the notice procedures and
form of notice set forth in this Section 10.

     To be timely, a shareholder's notice must be given to the Secretary of the
corporation and must be delivered to or mailed and received at the principal
executive offices of the corporation not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; PROVIDED, HOWEVER, that in the event
that the annual meeting is called for a date that is not within thirty (30)
days before or after the anniversary date, or no annual meeting was held in the
immediately preceding year, notice by the shareholder in order to be timely
must be so received no later than the close of business on the tenth (10th) day
following the day on which the notice of the annual meeting date was mailed to
shareholders or other public disclosure of the annual meeting date was made,
whichever first occurs.

     To be in proper form, a shareholder's notice must be in written form and
must set forth (a) as to each person whom the shareholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
corporation which are owned beneficially or of record by the person, and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules

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and regulations promulgated thereunder, and (b) as to the shareholder giving
the notice (i) the name and record address of the shareholder, (ii) the class
or series and number of shares of capital stock of the corporation which are
owned beneficially or by record by the shareholder, (iii) a description of all
arrangements or understandings between the shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by the shareholder, (iv) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to nominate the person named in its notice, and (v) any other
information relating to the shareholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder.  The
notice must be accompanied by a written consent of each proposed nominee to be
named as a nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Section
10. If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and the defective nomination shall be
disregarded.

     Section 11.  BUSINESS AT ANNUAL MEETINGS.  No business may be transacted
at an annual meeting of shareholders, other than business that is either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
or (c) otherwise properly brought before the annual meeting by any shareholder
of the corporation (i) who is a shareholder of record on the date of the giving
of the notice provided for in this Section 11 and on the record date for the
determination of shareholders of record on the date for the determination of
shareholders entitled to vote at the annual meeting, and (ii) who timely
complies with the notice procedures and form of notice set forth in this
Section 11.

     To be timely, a shareholder's notice must be given to the Secretary of the
corporation and must be delivered to or mailed and received at the principal
executive offices of the corporation not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; PROVIDED, HOWEVER, that in the event
that the annual meeting is called for a date that is not within thirty (30)
days before or after the anniversary date, or no annual meeting was held in the
immediately preceding year, notice by the shareholder in order to be timely
must be so received no later than the close of business on the tenth (10th) day
following the day on which the notice of the annual meeting date was mailed to
shareholders or other public disclosure of the annual meeting date was made,
whichever first occurs.

     To be in proper form, a shareholder's notice must be in written form and
must set forth as to each matter the shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting the business at the
annual meeting, (ii) the name and record address of the shareholder, (iii) the
class or series and number of shares of capital stock of the corporation which
are owned beneficially or of record by each shareholder, (iv) a description of
all arrangements or understandings between the

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shareholder and any other person or persons (including their names) in
connection with the proposal of the business, and (v) a representation that the
shareholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.

     No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 11; PROVIDED, HOWEVER, that, once the
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in this Section 11 shall be deemed to preclude
discussion by any shareholder of any such business.  If the Chairman of the
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and the business shall not be transacted.

                                  ARTICLE III

                                   DIRECTORS

     Section 1.  GENERAL POWERS.  All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, the board of directors except as otherwise
provided by the laws of the state of Washington or in the Articles of
Incorporation.

     Section 2.  NUMBER.  The number of directors of the corporation shall be
six (6). The number of directors can be increased or decreased from time to
time by the vote of the directors or shareholders to amend this Section 2,
provided that the number of directors shall be not less than one, and provided
further that no decrease shall shorten the term of any incumbent director.

     Section 3.  TENURE AND QUALIFICATIONS.  The directors shall be classified
with respect to the time for which they shall severally hold office by dividing
them into three classes, each consisting of one third of the whole number of
the board of directors, and all directors shall hold office until their
successors are elected and qualified, or until their earlier death, resignation
or removal. At the first meeting held for election of the board of directors
pursuant to such classification, directors of the first class shall be elected
for a term of one year; directors of the second class shall be elected for a
term of two years; directors of the third class shall be elected for a term of
three years; and at each annual election thereafter, successors to the
directors whose terms shall expire that year shall be elected to hold office
for a term of three years, so that the term of office of one class of directors
shall expire in each year.  Directors need not be residents of the state of
Washington or shareholders of the corporation.

     Section 4.  VACANCIES.  Vacancies in the board of directors, including
vacancies resulting from an increase in the number of directors, may be filled
by the shareholders, the board of directors, or a majority of the remaining
directors if they do not constitute a quorum.

     Section 5.  RESIGNATION.  Any director may resign at any time by
delivering written notice to the board of directors, its chairperson, the
president or the secretary of the corporation.  A

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resignation shall be effective when the notice is delivered unless the notice
specifies a later effective date.

     Section 6.  REMOVAL OF DIRECTORS.  Any director or the entire board of
directors may be removed for "Cause," as hereinafter defined, by the holders of
a majority of the stock issued and outstanding and entitled to vote at a
special shareholders' meeting called for the purpose of removing the
director(s); provided, however, that the directors elected by a particular
class of shareholders may be removed only by the vote of the holders of a
majority of the shares of such class.  For purposes of this Section 7, "Cause"
means:

          (a)  willful and continued material failure, refusal or inability to
perform one's duties to the corporation or the willful engaging in gross
misconduct materially and demonstrably damaging to the corporation; or

          (b)  conviction for any crime involving moral turpitude or any other
illegal act that materially and adversely reflects upon the business, affairs
or reputation of the corporation or on one's ability to perform one's duties to
the corporation.

     Section 8.  MEETINGS.

          (a)  The annual meeting of the board of directors shall be held
immediately after the annual shareholders' meeting at the same place as the
annual shareholders' meeting or at such other place and at such time as may be
determined by the directors.  No notice of the annual meeting of the board of
directors shall be necessary.

          (b)  Special meetings may be called at any time and place upon the
call of the president, secretary, or any director.  Notice of the time and
place of each special meeting shall be given by the secretary or the persons
calling the meeting, by mail, private carrier, radio, telegraph, telegram,
facsimile transmission, personal communication by telephone or otherwise at
least two (2) days in advance of the time of the meeting.  The purpose of the
meeting need not be given in the notice.  Notice of any special meeting may be
waived in writing or by telegram (either before or after such meeting) and will
be waived by any director by attendance thereat.

          (c)  Regular meetings of the board of directors shall be held at such
place and on such day and hour as shall from time to time be fixed by
resolution of the board of directors.  No notice of regular meetings of the
board of directors shall be necessary.

          (d)  At any meeting of the board of directors, any business may be
transacted, and the board may exercise all of its powers.

     Section 9.  QUORUM AND VOTING.

          (a)  A majority of the directors shall constitute a quorum, but a
lesser number may adjourn any meeting from time to time until a quorum is
obtained, and no further notice thereof need be given.

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          (b)  If a quorum is present when a vote is taken, the affirmative
vote of a majority of the directors present at the meeting is the act of the
board of directors.

     Section 10.  COMPENSATION.  By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

     Section 11.  PRESUMPTION OF ASSENT.  A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless:

          (a)  The director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding it or transacting business at
the meeting;

          (b)  The 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.

     Section 12.  COMMITTEES.  The board of directors, by resolution adopted by
a majority of the full board of directors, may designate one or more committees
from among its members, each of which must have two or more members and, to the
extent provided in such resolution, shall have and may exercise all the
authority of the board of directors, except that no such committee shall have
the authority to:  authorize or approve a distribution except according to a
general formula or method prescribed by the board of directors; approve or
propose to shareholders action that the Washington Business Corporation Act
requires to be approved by shareholders; fill vacancies on the board of
directors or on any of its committees; amend any Articles of Incorporation
requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan
of merger requiring shareholder approval; or 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 of directors may authorize a committee, or a senior
executive officer of the corporation, to do so within limits specifically
prescribed by the board of directors.

                                   ARTICLE IV

                     SPECIAL MEASURES FOR CORPORATE ACTION

     Section 1.  ACTIONS BY WRITTEN CONSENT.  Any corporate action required or
permitted by the Articles of Incorporation, Bylaws, or the laws under which the
corporation is formed, to be voted upon or approved at a duly called meeting of
the directors, committee of directors, or shareholders

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may be accomplished without a meeting if one or more unanimous written consents
of the respective directors or shareholders, setting forth the actions so
taken, shall be signed, either before or after the action taken, by all the
directors, committee members, or shareholders, as the case may be.  Action
taken by unanimous written consent is effective when the last director or
committee member signs the consent, unless the consent specifies a later
effective date.  Action taken by unanimous written consent of the shareholders
is effective when all consents are in possession of the corporation, unless the
consent specifies a later effective date.

     Section 2.  MEETINGS BY CONFERENCE TELEPHONE.  Members of the board of
directors, members of a committee of directors, or shareholders may participate
in their respective meetings by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time; participation in a meeting by
such means shall constitute presence in person at such meeting.

                                   ARTICLE V

                                    OFFICERS

     Section 1.  OFFICERS DESIGNATED.  The officers of the corporation shall be
a chairman, a president, one or more vice presidents, a secretary and a
treasurer, each of whom shall be elected by the board of directors.  Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the board of directors.  Any two or more offices may be held by
the same person.

     The board of directors may, in its discretion, elect a chairperson and one
or more vice-chairpersons of the board of directors; and, if a chairperson has
been elected, the chairperson shall, when present, preside at all meetings of
the board of directors and the shareholders and shall have such other powers as
the board may prescribe.

     Section 2.  ELECTION, QUALIFICATION AND TERM OF OFFICE.  Each of the
officers shall be elected by the board of directors.  None of said officers
need be a director.  The officers shall be elected by the board of directors at
each annual meeting of the board of directors.  Except as hereinafter provided,
each of said officers shall hold office from the date of his or her election
until the next annual meeting of the board of directors and until his or her
successor shall have been duly elected and qualified.

     Section 3.  POWERS AND DUTIES.

          (a)  CHAIRMAN.  The chairman shall be the chief executive officer of
the corporation and, subject to the direction and control of the board of
directors, shall have general supervision and control over its property,
business, and affairs.  The chairman may sign any and all documents, deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties

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incident to such office and such other duties as may be prescribed by the board
of directors from time to time.

          (b)  PRESIDENT.  In the absence of the chairman or in the event of
the chairman's death, inability or refusal to act, the president shall perform
the duties of the chairman and when so acting shall have all the powers of and
be subject to all the restrictions upon the chairman.  The president shall
perform such other duties as from time to time may be assigned by the chairman
or by the board of directors.

          (c)  VICE PRESIDENT.  In the absence of the chairman and the
president, or in the event of their death, inability or refusal to act, the
vice president, or the vice presidents in the order designated at the time of
their election or in the absence of any designation, then in the order of their
election, shall perform the duties of the chairman and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
chairman. Any vice president shall perform such other duties as from time to
time may be assigned by the chairman, the president, or by the board of
directors.

          (d)  SECRETARY.  The secretary shall:  (1) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (2) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (3) be
custodian of the corporate records and of the seal of the corporation and affix
the seal of the corporation to all documents as may be required; (4) keep a
register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (5) sign with the chairman, the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (6) have general charge of the stock transfer books of the
corporation; and (7) 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 chairman, the president or by the board of directors.

          (e)  TREASURER.  Subject to the direction and control of the board of
directors, the treasurer shall have the custody, control, and disposition of
the funds and securities of the corporation and shall account for the same;
and, at the expiration of his or her term of office, he or she shall turn over
to his or her successor all property of the corporation in his or her
possession.

     Section 4.  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The assistant
secretaries, when authorized by the board of directors, may sign with the
chairman, the president, or a vice president, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the board of directors.  The assistant treasurers shall, respectively, if
required by the board of directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the board of directors
shall determine.  The assistant secretaries and assistant treasurers, in
general, shall perform such duties as shall be assigned to them by the
secretary or the treasurer, respectively, or by the chairman, the president or
the board of directors.

     Section 5.  REMOVAL.  The board of directors shall have the right to
remove any officer whenever in its judgment the best interests of the
corporation will be served thereby.

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     Section 6.  VACANCIES.  The board of directors shall fill any office which
becomes vacant with a successor who shall hold office for the unexpired term
and until his or her successor shall have been duly elected and qualified.

     Section 7.  SALARIES.  The salaries of all officers of the corporation
shall be fixed by the board of directors.

                                   ARTICLE VI

                               SHARE CERTIFICATES

     Section 1.  ISSUANCE, FORM AND EXECUTION OF CERTIFICATES.  No shares of
the corporation shall be issued unless authorized by the board.  Such
authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, the value of noncash
consideration, and a statement that the board has determined that such
consideration is adequate.  Certificates for shares of the corporation shall be
in such form as is consistent with the provisions of the Washington Business
Corporation Act and shall state:

          (a)  The name of the corporation and that the corporation is
organized under the laws of this state;

          (b)  The name of the person to whom issued; and

          (c)  The number and class of shares and the designation of the
series, if any, which such certificate represents.  They shall be signed by two
officers of the corporation, and the seal of the corporation may be affixed
thereto. Certificates may be issued for fractional shares.  No certificate
shall be issued for any share until the consideration established for its
issuance has been paid.

     Section 2.  TRANSFERS.  Shares may be transferred by delivery of the
certificate therefor, accompanied either by an assignment in writing on the
back of the certificate, written assignment separate from certificate, or
written power of attorney to assign and transfer the same, signed by the record
holder of the certificate.  The board of directors may, by resolution, provide
that beneficial owners of shares shall be deemed holders of record for certain
specified purposes.  Except as otherwise specifically provided in these Bylaws,
no shares shall be transferred on the books of the corporation until the
outstanding certificate therefor has been surrendered to the corporation.

     Section 3.  LOSS OR DESTRUCTION OF CERTIFICATES.  In case of loss or
destruction of any certificate of shares, another may be issued in its place
upon proof of such loss or destruction and upon the giving of a satisfactory
indemnity bond to the corporation.  A new certificate may be issued without
requiring any bond when in the judgment of the board of directors it is proper
to do so.

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                                  ARTICLE VII

                               BOOKS AND RECORDS

     Section 1.  BOOKS OF ACCOUNT, MINUTES AND SHARE REGISTER.  The corporation
shall keep as permanent records minutes of all meetings of its shareholders and
board of directors, a record of all actions taken by the shareholders or board
of directors without a meeting, and a record of all actions taken by a
committee of the board of directors exercising the authority of the board of
directors on behalf of the corporation.  The corporation shall maintain
appropriate accounting records.  The corporation or its agent shall maintain a
record of its shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders, in alphabetical order by class of
shares showing the number and class of shares held by each.  The corporation
shall keep a copy of the following records at its principal office:  the
Articles or Restated Articles of Incorporation and all amendments to them
currently in effect; the Bylaws or Restated Bylaws and all amendments to them
currently in effect; the minutes of all shareholders' meetings, and records of
all actions taken by shareholders without a meeting, for the past three years;
its financial statements for the past three years, including balance sheets
showing in reasonable detail the financial condition of the corporation as of
the close of each fiscal year, and an income statement showing the results of
its operations during each fiscal year prepared on the basis of generally
accepted accounting principles or, if not, prepared on a basis explained
therein; all written communications to shareholders generally within the past
three years; a list of the names and business addresses of its current
directors and officers; and its most recent annual report delivered to the
Secretary of State of the state of Washington.

     Section 2.  COPIES OF RESOLUTIONS.  Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the board of directors or shareholders, when certified
by the president or secretary.

                                  ARTICLE VIII

                              AMENDMENT OF 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.




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