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                                    BYLAWS
                                      OF
                              CUTTER & BUCK INC.
                  (As amended and restated on June 27, 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 


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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 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.

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    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 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.

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    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 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, 

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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 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 
seven (7). 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.  At the first annual meeting of 
shareholders and at each annual meeting thereafter, the shareholders of the 
corporation shall elect directors.  Each director shall hold office until the 
next succeeding annual meeting and until his or her successor shall have been 
elected and qualified.  Directors need not be residents of the state of 
Washington or shareholders of the corporation.

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    Section 4.  ELECTION.  The directors shall be elected by the shareholders 
at their annual meeting each year; and if, for any cause, the directors shall 
not have been elected at an annual meeting, they may be elected at a special 
meeting of shareholders called for that purpose in the manner provided by 
these Bylaws.

    Section 5.  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 6.  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 resignation shall be 
effective when the notice is delivered unless the notice specifies a later 
effective date.

    Section 7.  REMOVAL OF DIRECTORS.  At a meeting of shareholders called 
expressly for that purpose, the entire board of directors, or any member 
thereof, may be removed, with or without cause, by a vote of the holders of a 
majority of shares then entitled to vote at an election of such directors.

    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.

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    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.

         (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 

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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 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.

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    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 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.

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    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.

    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 

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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.

                                 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.

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<PAGE>

                                 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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