CAREPAYMENT
TECHNOLOGIES, INC.





AMENDED
AND RESTATED BYLAWS








ARTICLE
1


SHAREHOLDERS:  MEETINGS
AND VOTING




Section
      1.
            PLACE OF
      MEETINGS




Meetings
of the shareholders of CarePayment Technologies, Inc., an Oregon corporation
(the "Corporation"), will be held at the principal office of the Corporation, or
any other place, either within or without the state of Oregon, selected by the
Board of Directors.




Section
      2.
            ANNUAL
      MEETINGS




(a) The
annual meeting of the shareholders will be held on the last Wednesday of April
of each year, if not a legal holiday, and if a legal holiday then on the next
succeeding business day, or on any date within 30 days of such date as selected
by the Board of Directors, at such time as may be prescribed by the Board of
Directors and specified in the notice of the meeting.  At the annual
meeting, the shareholders will elect by vote a Board of Directors, consider
reports of the affairs of the Corporation as may be submitted to them, and
transact such other business as may properly be brought before the
meeting.




(b) If the
annual meeting is not held within the earlier of six months after the end of the
Corporation's fiscal year or 15 months after its last annual meeting, the
circuit court of the county where the Corporation's principal office is located,
or, if the principal office is not in Oregon, where the registered office of the
Corporation is or was last located, may summarily order a meeting to be held
upon the application of any shareholder of the Corporation entitled to
participate in an annual meeting.




(c) At the
annual meeting of the shareholders, only such matters as will have been properly
brought before the meeting will be considered and acted upon.  To be
properly brought before an annual meeting, a matter must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise brought before the
meeting by or at the direction of the Board of Directors, or (iii) properly
brought before the meeting by a shareholder.  For any matter to be
properly brought before the annual meeting by a shareholder, including any
nominations for director other than nominations made by the existing Board of
Directors or any nominating committee appointed by the Board of Directors, the
shareholder must have given prior written notice to the Secretary of the
Corporation which must be received at the principal executive offices of the
Corporation not less than 30 days nor more than 60 days prior to the
meeting.  In the event that less than 30 days' notice of the date of
the meeting is given or made to shareholders, notice by a shareholder will be
timely received if received not later than the close of business on the tenth
day following the date on which such notice of the date of the annual meeting
was mailed.  A shareholder's notice to the Secretary in order to be
valid must set forth as to each matter the shareholder proposes to bring before
the annual meeting (I) a brief description of the matter proposed to be
brought before the annual meeting, (II) the name and address, as they
appear on the Corporation's books, of the shareholder proposing such business,
(III) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (IV) any material interest of
the shareholder in the matter.  No matter will be considered or acted
upon at an annual meeting except in accordance with the procedures set forth in
this Section 2.  The presiding
officer at any annual meeting will determine whether any matter was properly
brought before the meeting in accordance with the provisions of this
section.  If he should determine that any matter has not been properly
brought before the meeting, he will so declare at the meeting and any such
matter will not be considered or acted upon.









Section
      3.
            SPECIAL
      MEETINGS




(a) The
Corporation will hold a special meeting of shareholders upon the call of the
Corporation's chief executive officer or the Board of Directors, or if the
holders of at least 10 percent of all votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign, date and deliver
to the Secretary of the Corporation one or more written demands for the meeting
describing the purpose or purposes for which it is to be held.




(b) The
circuit court of the county where the Corporation's principal office is located,
or, if the principal office is not in Oregon, where the registered office of the
Corporation is or was last located, may summarily order a special meeting to be
held upon the application of a shareholder of the Corporation who signed a valid
demand for a special meeting if notice of the special meeting was not given
within 30 days after the date the demand was delivered to the Corporation's
Secretary or if the special meeting was not held in accordance with the
notice.




Section
      4.
            NOTICE OF
      MEETINGS




(a) The
Corporation will notify shareholders in writing of the date, time and place of
each annual and special shareholders meeting not earlier than 60 days nor less
than ten days before the meeting date.  Unless Oregon law or the
Articles of Incorporation require otherwise, the Corporation is required to give
notice only to shareholders entitled to vote at the meeting.  Such
notice is effective when mailed if it is mailed postage prepaid and is correctly
addressed to the shareholder's address shown in the Corporation's current record
of shareholders.  Unless required by law or by the Articles of
Incorporation, notice of an annual meeting need not include a description of the
purpose or purposes for which the meeting is called.  Notice of a
special meeting will include a description of the purpose or purposes for which
the meeting is called.




(b) If an
annual or special shareholders meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time or place if the new date,
time or place is announced at the meeting before adjournment.  If a
new record date for the adjourned meeting is fixed, or is required by law to be
fixed, notice of the adjourned meeting will be given to persons who are
shareholders as of the new record date. A determination of shareholders entitled
to notice of or to vote at a shareholders meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting.




2




(c) A
shareholder's attendance at a meeting waives objection to (i) lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; and (ii) consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.




Section
      5.
            QUORUM AND VOTING
      REQUIREMENTS FOR VOTING
GROUPS




(a) Shares
entitled to vote as a separate voting group may take action on a matter at a
meeting only if a quorum of those shares exists with respect to that
matter.  Unless otherwise required by law, a majority of the votes
entitled to be cast on the matter by the voting group constitutes a quorum of
that voting group for action on that matter.  Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that adjourned
meeting.




(b) In the
absence of a quorum, a majority of those present in person or represented by
proxy may adjourn the meeting from time to time until a quorum
exists.  Any business that might have been transacted at the original
meeting may be transacted at the adjourned meeting if a quorum
exists.




Section
      6.
            VOTING
      RIGHTS




(a) The
persons entitled to receive notice of and to vote at any shareholders meeting
will be determined from the records of the Corporation on the close of business
on the day before the mailing of the notice or on such other date not more than
70 nor less than 10 days before such meeting as may be fixed in advance by the
Board of Directors.




(b) Except as
otherwise provided in the Articles of Incorporation or by law, each outstanding
share, regardless of class, is entitled to one vote on each matter voted on at a
shareholders meeting.  Only shares are entitled to vote.




(c) Unless
otherwise provided in the Articles of Incorporation or by law, if a quorum
exists, action on a matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast within the voting group opposing the action.




(d) Unless
otherwise provided in the Articles of Incorporation, directors are elected by a
plurality of the votes cast by holders of the shares entitled to vote in the
election at a meeting at which a quorum is present.




Section
      7.
            VOTING OF SHARES BY
      CERTAIN HOLDERS




(a) If the
name signed on a vote, consent, waiver or proxy appointment corresponds to the
name of a shareholder, the Corporation, if acting in good faith, is entitled to
accept the vote, consent, waiver or proxy appointment and give it effect as the
act of the shareholder.  If the name signed on a vote, consent, waiver
or proxy appointment does not correspond to the name of its shareholder, the
Corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver or proxy appointment and give it effect as the act of the
shareholder if:




3




(i) The
shareholder is an entity and the name signed purports to be that of an officer
or agent of the entity;




(ii) The name
signed purports to be that of an administrator, executor, guardian or
conservator representing the shareholder and, if the Corporation requests,
evidence of fiduciary status acceptable to the Corporation has been presented
with respect to the vote, consent, waiver or proxy appointment;




(iii) The name
signed purports to be that of a receiver or trustee in bankruptcy of the
shareholder and, if the Corporation requests, evidence of this status acceptable
to the Corporation has been presented with respect to the vote, consent, waiver
or proxy appointment;




(iv) The name
signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of
the shareholder and, if the Corporation requests, evidence acceptable to the
Corporation of the signatory's authority to sign for the shareholder has been
presented with respect to the vote, consent, waiver or proxy appointment;
or




(v) Two or
more persons are the shareholder as co-tenants or fiduciaries and the name
signed purports to be the name of at least one of the co-owners and the person
signing appears to be acting on behalf of all co-owners.




(b) Shares of
the Corporation are not entitled to be voted if (i) they are owned,
directly or indirectly, by another domestic or foreign corporation, and
(ii) the Corporation owns, directly or indirectly, a majority of the shares
entitled to be voted for directors of such other corporation.  This
paragraph does not limit the power of a corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.




(c) Any
redeemable shares which the Corporation may issue are not entitled to be voted
after notice of redemption is mailed to the holders and a sum sufficient to
redeem the shares has been deposited with a bank, trust company or other
financial institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.




Section
      8.
            PROXIES




A
shareholder may vote shares either in person or by proxy.  A
shareholder may appoint a proxy to vote or otherwise act for the shareholder by
signing an appointment form, either personally or by the shareholder's
attorney-in-fact.  An appointment of a proxy is effective when
received by the Secretary or other officer or agent of the Corporation
authorized to tabulate votes.  An appointment is valid for 11 months
unless a longer period is expressly provided in the appointment
form.  An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.




4




Section
      9.
            SHAREHOLDER
      LISTS




(a) After
fixing a record date for a meeting, the Corporation will prepare an alphabetical
list of the names of all of its shareholders who are entitled to notice of the
meeting.  The list must be arranged by voting group, and within each
voting group, by class or series of shares and show the address of and the
number of shares held by each shareholder.




(b) The
shareholder list will be available for inspection by any shareholder, beginning
two business days after notice of the meeting for which the list was prepared is
given and continuing through the meeting.  Such list will be kept on
file at the Corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held.  A
shareholder, or the shareholder's agent or attorney, will be entitled on written
demand to inspect and, subject to the requirements of law, to copy the list
during regular business hours and at the shareholder's expense during the period
it is available for inspection.




(c) The
Corporation will make the shareholder list available at the meeting, and any
shareholder, or the shareholder's agent or attorney, is entitled to inspect the
list at any time during the meeting or any adjournment.




(d) Refusal
or failure to prepare or make available the shareholder list does not affect the
validity of action taken at the meeting.







ARTICLE
2


DIRECTORS:  MANAGEMENT




Section
      1.
            POWERS




The
Corporation will have a Board of Directors.  All corporate powers will
be exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors, subject to
any limitation set forth in the Articles of Incorporation.




Section
      2.
            NUMBER AND
      QUALIFICATIONS




The Board
of Directors consist of not less than one nor more than nine
members.  Until changed by a resolution of the Board of Directors, the
number of directors will be two.  Any decrease in the number of
directors implemented by the Board of Directors does not shorten an incumbent
director's term.  Directors need not be residents of the state of
Oregon or shareholders of the Corporation, unless required by the Articles of
Incorporation.




Section
      3.
            ELECTION AND TENURE OF
      OFFICE




The
directors will be elected by ballot at the annual meeting of the
shareholders.  The terms of all directors expire at the next annual
shareholders meeting following their election.  The term of a director
elected to fill a vacancy expires at the next shareholders meeting at which
directors are elected.  Despite the expiration of a director's term,
the director continues to serve until the director's successor is elected or
until there is a decrease in the number of directors.  Subject to
paragraph (c) of Section 4 of ARTICLE 2, a director's term of office will
begin immediately after election.




5




Section
      4.
            VACANCIES




(a) A vacancy
in the Board of Directors will exist upon the death, resignation or removal of
any director or upon an increase in the number of directors.




(b) Unless
the Articles of Incorporation provide otherwise, if a vacancy occurs on the
Board of Directors the Board of Directors may fill the vacancy.  If
the directors remaining in office constitute fewer than a quorum of the Board,
they may fill the vacancy by the affirmative vote of a majority of all the
directors remaining in office.




(c) A vacancy
that will occur at a specific later date, by reason of a resignation effective
at the later date or otherwise, may be filled before the vacancy occurs, but the
new director may not take office until the vacancy occurs.




(d) If the
vacancy has not been filled by action of the Board of Directors prior to the
next meeting of the shareholders occurring after the vacancy was created, the
shareholders may fill the vacancy.




Section
      5.
            RESIGNATION OF
      DIRECTORS




A
director may resign at any time by delivering written notice to the Board of
Directors, its chairperson or the Corporation.  Unless the notice
specifies a later effective date, a resignation is effective at the earliest of
the following:  (a) when received; (b) five days after its
deposit in the United States mail, as evidenced by the postmark, if mailed
postage prepaid and correctly addressed; or (c) on the date shown on the
return receipt, if sent by registered or certified mail, return receipt
requested and the receipt is signed by or on behalf of the
addressee.  Once delivered, a notice of resignation is irrevocable
unless revocation is permitted by the Board of Directors.




Section
      6.
            REMOVAL OF
      DIRECTORS




The
shareholders may remove one or more directors with or without cause unless the
Articles of Incorporation provide that the directors may be removed only for
cause.  A director may be removed by the shareholders only at a
meeting called for the purpose of removing the director and the meeting notice
must state that the purpose, or one of the purposes, of the meeting is removal
of the director.




Section
      7.
            MEETINGS




(a) The Board
of Directors may hold regular or special meetings in or out of the state of
Oregon.




(b) Annual
meetings of the Board of Directors will be held without notice immediately
following the adjournment of the annual meetings of the
shareholders.




6




(c) Unless
the Articles of Incorporation provide otherwise, regular meetings of the Board
of Directors may be held without notice of the date, time, place or purpose of
the meeting.  The Board of Directors may fix, by resolution, the time
and place for the holding of regular meetings.




(d) Special
meetings of the Board of Directors for any purpose or purposes may be called at
any time by the Corporation's chief executive officer or by any
director.  The person calling a special meeting of the Board of
Directors may fix the time and place of the special meeting.




Section
      8.
            NOTICE OF SPECIAL
      MEETINGS




(a) Special
meetings of the Board of Directors will be preceded by at least two days notice
of the date, time and place of the meeting.  The notice need not
describe the purpose of the special meeting unless required by the Articles of
Incorporation.  The notice may be given orally, in person or by
telephone, or delivered in writing either personally, by mail or by telegram,
telegraph, teletype or other form of wire or wireless
communication.  If in writing, such notice is effective at the
earliest of the following:  (i) when received; (ii) five
days after its deposit in the United States mail, as evidenced by the postmark,
if it is mailed postage prepaid and is correctly addressed to the director's
address shown in the Corporation's records; or (iii) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the
addressee.  If given orally, such notice is effective when
communicated.




(b) A
director's attendance at or participation in a meeting waives any required
notice to the director of the meeting unless the director at the beginning of
the meeting, or promptly upon the director's arrival, objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting.




(c) Notice of
the time and place of holding an adjourned meeting need not be given if such
time and place are fixed at the meeting adjourned.




Section
      9.
            QUORUM AND
      VOTE




(a) Unless
the Articles of Incorporation provide otherwise, a majority of the directors in
office will constitute a quorum for the transaction of business.  A
majority of the directors present, in the absence of a quorum, may adjourn from
time to time but may not transact any business.




(b) If a
quorum is present when a vote is taken, the affirmative vote of a majority of
directors present is the act of the Board of Directors unless the Articles of
Incorporation require the vote of a greater number of directors.




(c) A
director of the Corporation who is present at a meeting of the Board of
Directors, or is present at a meeting of a committee of the Board of Directors,
when corporate action is taken is deemed to have assented to the action taken
unless (i) the director objects at the beginning of the meeting, or
promptly upon the director's arrival, to holding the meeting or transacting
business at the meeting, (ii) the director's dissent or abstention from the
action taken is entered in the minutes of the meeting, or (iii) the
director delivers written notice of dissent or abstention to the presiding
officer of the meeting before its adjournment or to the Corporation immediately
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.




7




Section
      10.
            COMPENSATION




The Board
of Directors may, by resolution, provide that the directors be paid their
expenses, if any, of attendance at each meeting of the Board of Directors, and
provide that directors be paid a fixed sum for attendance at each meeting of the
Board of Directors or any committee thereof or a stated salary for services as
director.  No such payment will preclude any director from serving the
Corporation in any other capacity and receiving compensation for that
service.




ARTICLE
3


COMMITTEES
OF THE BOARD OF DIRECTORS




Section
      1.
            GENERAL
      AUTHORITY




Subject
to law, the provisions of the Articles of Incorporation and these Bylaws, the
Board of Directors may appoint such committees as it will deem to be necessary
or appropriate from time to time, consisting of such number of its members and
having such powers as it may designate.  Each such committee will have
two or more members, who will serve at the pleasure of the Board of
Directors.




Section
      2.
            ACTION OF
      COMMITTEES




All
actions of a committee will be reflected in minutes to be kept of such meetings
and reported to the Board of Directors at the next succeeding meeting
thereof.  The provisions of ARTICLE 2 of these Bylaws governing
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Directors apply to committees and their members as well.




ARTICLE
4


OFFICERS




Section
      1.
            DESIGNATION;
      ELECTION




(a) The
officers of the Corporation will be a President, a Secretary and such other
officers and assistant officers as the Board of Directors will from time to time
appoint, none of whom need be members of the Board of Directors.  The
officers will be elected by, and hold office at the pleasure of, the Board of
Directors.  A duly appointed officer may appoint one or more officers
or assistant officers if such appointment is authorized by the Board of
Directors.  The same individual may simultaneously hold more than one
office in the Corporation.




(b) A vacancy
in any office because of death, resignation, removal or any other cause will be
filled in the manner prescribed in these Bylaws for regular appointments to such
office.




8




Section
      2.
            COMPENSATION AND TERM
      OF OFFICE




(a) The
compensation and term of office of all the officers of the Corporation will be
fixed by the Board of Directors.




(b) The Board
of Directors may remove any officer at any time, either with or without
cause.




(c) Any
officer may resign at any time by giving written notice to the Board of
Directors, the Corporation's chief executive officer or the Secretary of the
Corporation.  Unless the notice specifies a later effective date, a
resignation is effective at the earliest of the
following:  (i) when received; (ii) five days after its
deposit in the United States mail, as evidenced by the postmark, if mailed
postage prepaid and correctly addressed; or (iii) on the date shown on the
return receipt, if sent by registered or certified mail, return receipt
requested and the receipt is signed by or on behalf of the
addressee.  Once delivered, a notice of resignation is irrevocable
unless revocation is permitted by the Board of Directors.  If a
resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date, if the Board of Directors provides that the successor
will not take office until the effective date.




(d) This
section will not affect the rights of the Corporation or any officer under any
express contract of employment.




Section
      3.
            CHAIRMAN OF THE
      BOARD




The
Corporation may have a Chairman of the Board, and if and when elected, the
Chairman will preside at all meetings of the Board of Directors and at meetings
of the shareholders, and will have all powers and responsibilities attendant
therewith.




Section
      4.
            PRESIDENT




The
President will be the chief executive officer of the Corporation and will,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and affairs of the
Corporation.  In the absence of the Chairman of the Board, the
President will perform the duties and responsibilities of the Chairman of the
Board.  The President will be ex officio a member of all the standing
committees of the Board of Directors (including the executive committee, if
any), will have the general powers and duties of management usually vested in
the office of president of a corporation and will have such other powers and
duties as may be prescribed by the Board of Directors or these
Bylaws.




Section
      5.
            VICE
      PRESIDENTS




The Vice
Presidents, if any, will perform such duties as the Board of Directors
prescribes.  In the absence or disability of the President, the
President's duties and powers will be performed and exercised by a senior Vice
President, as designated by the Board of Directors.




9




Section
      6.
            SECRETARY




(a) The
Secretary will keep or cause to be kept at the principal office, or such other
place as the Board of Directors may order, a book of minutes of all meetings of
directors and shareholders showing the time and place of the meeting, and if a
special meeting, how authorized, the notice given, the names of those present at
directors meetings, the number of shares present or represented at shareholders
meetings and the proceedings thereof.




(b) The
Secretary will keep or cause to be kept, at the principal office or at the
office of the Corporation's transfer agent, a share register, or a duplicate
share register, showing the names of the shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates
issued for such shares and the number and date of cancellation of certificates
surrendered for cancellation.




(c) The
Secretary will give or cause to be given such notice of the meetings of the
shareholders and of the Board of Directors as is required by these
Bylaws.  If the Corporation elects to have a seal, the Secretary will
keep the seal and affix it to all documents requiring a seal.  The
Secretary will have such other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.




Section
      7.
            TREASURER OR CHIEF
      FINANCIAL OFFICER




The
Treasurer or Chief Financial Officer, as designated by the Board of Directors if
such office is established, will be responsible for the funds of the
Corporation, will pay them out only on the checks of the Corporation signed in
the manner authorized by the Board of Directors, will deposit and withdraw such
funds in such depositories as may be authorized by the Board of Directors, and
will keep full and accurate accounts of receipts and disbursements in books
maintained at the Corporation's principal offices.




Section
      8.
            ASSISTANTS




The Board
of Directors may appoint or authorize the appointment of assistants to the
Secretary or Treasurer or Chief Financial Officer.  Such assistants
may exercise the powers of the Secretary or Treasurer or Chief Financial
Officer, as the case may be, and will perform such duties as are prescribed by
the Board of Directors.




ARTICLE
5


CORPORATE
RECORDS AND REPORTS - INSPECTION




Section
      1.
            RECORDS




The
Corporation will maintain all records required by law.  All such
records will be kept at its principal office, registered office or at any other
place designated by the Corporation's chief executive officer, or as otherwise
provided by law.




Section
      2.
            INSPECTION OF
      RECORDS




The
records of the Corporation will be open to inspection by the shareholders or the
shareholders' agents or attorneys in the manner and to the extent required by
law.




10




Section
      3.
            CHECKS, DRAFTS,
      ETC.




All
checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the Corporation, will be
signed or endorsed by such person or persons and in such manner as may be
determined from time to time by resolution of the Board of
Directors.




Section
      4.
            EXECUTION OF
      DOCUMENTS




The Board
of Directors may, except as otherwise provided in these Bylaws, authorize any
officer or agent of the Corporation to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation.  Such
authority may be general or confined to specific instances.  Unless so
authorized by the Board of Directors, or unless inherent in the authority vested
in the office under the provision of these Bylaws, no officer, agent or employee
of the Corporation will have any power or authority to bind the Corporation by
any contract or engagement, or to pledge its credit, or to render it liable for
any purpose or for any amount.




ARTICLE
6


CERTIFICATES
AND TRANSFER OF SHARES




Section
      1.
            CERTIFICATES FOR
      SHARES




(a) Certificates
for shares will be in such form as the Board of Directors may designate, will
designate the name of the Corporation and the state law under which the
Corporation is organized, will state the name of the person to whom the shares
represented by the certificate are issued, and will state the number and class
of shares and the designation of the series, if any, the certificate
represents.  If the Corporation is authorized to issue different
classes of shares or different series within a class, the designations, relative
rights, preferences and limitations applicable to each class, the variations and
rights, preferences and limitations determined for each series and the authority
of the Board of Directors to determine variations for future series will be
summarized on the front or back of each certificate, or in lieu thereof each
certificate may state conspicuously on its front or back that the Corporation
will furnish shareholders with this information on request in writing and
without charge.




(b) Each
certificate for shares must be signed, either manually or in facsimile, by the
Chairman, the President or a Vice President and the Secretary or an Assistant
Secretary of the Corporation.  The certificates may bear the corporate
seal or its facsimile if the Corporation maintains a corporate
seal.




(c) If any
officer who has signed a share certificate, either manually or in facsimile, no
longer holds office when the certificate is issued, the certificate is
nevertheless valid.




11




Section
      2.
            TRANSFER ON THE
      BOOKS




Upon
surrender to the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and subject to any limitations on transfer appearing on the
certificate or in the Corporation's stock transfer records, the Corporation will
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.




Section
      3.
            LOST, STOLEN OR
      DESTROYED CERTIFICATES




In the
event a certificate is represented to be lost, stolen or destroyed, a new
certificate will be issued in place thereof upon such proof of the loss, theft
or destruction and upon the giving of such bond or other indemnity as may be
required by the Board of Directors.




Section
      4.
            TRANSFER AGENTS AND
      REGISTRARS




The Board
of Directors may from time to time appoint one or more transfer agents and one
or more registrars for the shares of the Corporation who will have such powers
and duties as the Board of Directors may specify.




Section
      5.
            CLOSING STOCK TRANSFER
      BOOKS




The Board
of Directors may close the transfer books and defer any requested transfer of
shares for a period not exceeding 70 days nor less than 10 days preceding any
annual or special meeting of the shareholders or the day appointed for the
payment of a dividend.




ARTICLE
7


GENERAL
PROVISIONS




Section
      1.
            SEAL




If the
Corporation elects to have a corporate seal, the seal will be circular in form
and will have inscribed thereon the name of the Corporation and the state of its
incorporation.




Section
      2.
            AMENDMENT OF
      BYLAWS




(a) Except as
otherwise provided by law or by the Articles of Incorporation, the Board of
Directors may amend or repeal these Bylaws unless:




(i) The
Articles of Incorporation or Oregon law reserve this power exclusively to the
shareholders in whole or in part; or




(ii) The
shareholders in amending or repealing a particular Bylaw provide expressly that
the Board of Directors may not amend or repeal that Bylaw.




(b) The
Corporation's shareholders may amend or repeal these Bylaws even though these
Bylaws may also be amended or repealed by the Board of Directors.




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(c) Whenever
an amendment or new Bylaw is adopted, it will be copied in the minute book with
the original Bylaws in the appropriate place.  If any Bylaw is
repealed, the fact of repeal and the date on which the repeal occurred will be
stated in such book and place.




Section
      3.
            WAIVER OF
      NOTICE




(a) A
shareholder may at any time waive any notice required by law, the Articles of
Incorporation or these Bylaws.  Except as otherwise provided in
paragraph (c) of Section 4 of ARTICLE
1 of these Bylaws, the waiver will be in writing, will be signed by the
shareholder entitled to the notice, and will be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records.




(b) A
director may at any time waive any notice required by law, the Articles of
Incorporation or these Bylaws.  Except as otherwise provided in
paragraph (b) of Section 8 of ARTICLE
2 of these Bylaws, the waiver will be in writing, will be signed by the
director entitled to the notice, will specify the meeting for which notice is
waived and will be filed with the minutes or appropriate records.




Section
      4.
            ACTION WITHOUT A
      MEETING




(a) Action
required or permitted by law to be taken at a shareholders meeting may be taken
without a meeting if the action is taken by all the shareholders entitled to
vote on the action.  The action will be evidenced by one or more
written consents describing the action taken, signed by all the shareholders
entitled to vote on the action and delivered to the Corporation for inclusion in
the minutes or filing with the corporate records.  Action taken under
this Section 4 is effective when the
last shareholder signs the consent, unless the consent specifies an earlier or
later effective date.  If not otherwise determined by law, the record
date for determining shareholders entitled to take action without a meeting is
the date the first shareholder signs the consent.  A consent signed
under this Section 4 has the effect of a
meeting vote and may be described as such in any document.




(b) Unless
the Articles of Incorporation or Bylaws provide otherwise, action required or
permitted by law to be taken at a meeting of the Board of Directors, or at a
meeting of a committee of the Board of Directors, may be taken without a meeting
if the action is taken by all members of the Board.  The action will
be evidenced by one or more written consents describing the action taken, signed
by each director and included in the minutes or filed with the corporate records
reflecting the action taken.  Action taken under this section is
effective when the last director signs the consent, unless the consent specifies
an earlier or later effective date.  A consent signed under this
section has the effect of a meeting vote and may be described as such in any
document.




Section
      5.
            TELEPHONIC
      MEETINGS




(a) Unless
the Articles of Incorporation provide otherwise, the Board of Directors may
permit any or all directors to participate in a regular or special meeting by,
or conduct the meeting through, use of any means of communication by which all
directors participating may simultaneously hear each other during the
meeting.  A director participating in a meeting by this means is
deemed to be present in person at the meeting.




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(b)           Unless
the Articles of Incorporation provide otherwise, shareholders may participate in
any annual or special shareholder meeting by, and any such meeting may be
conducted through, use of any means of communication by which all shareholders
participating may simultaneously hear each other during the
meeting.  A shareholder participating in a meeting by this means is
deemed to be present in person at the meeting.




Section
      6.
            FACSIMILE
      SIGNATURES




The
officers may issue stock certificates by use of facsimile signatures in any name
allowed by law and may use facsimile signatures for any purposes authorized by
the Board of Directors.




ARTICLE
8


INDEMNIFICATION




(a) The
Corporation will indemnify to the fullest extent permitted by law any person who
is made, or threatened to be made, a party to or witness in, or is otherwise
involved in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative, or otherwise (excluding
any action, suit or proceeding by or in the right of the Corporation) by reason
of the fact that:




(i) the
person is or was a director or officer of the Corporation or any of its
subsidiaries;




(ii) the
person is or was serving as a fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974 with respect to any employee benefit plan
of the Corporation or any of its subsidiaries; or




(iii) the
person is or was serving, at the request of the Corporation or any of its
subsidiaries, as a director or officer, or as a fiduciary of an employee benefit
plan, of another corporation, partnership, joint venture, trust or other
enterprise.




(b) The
Corporation may indemnify its employees and other agents to the fullest extent
permitted by law.




(c) The
expenses incurred by a director or officer or other indemnified person in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative, or otherwise, which the
director or officer is made or threatened to be made a party to or witness in,
or is otherwise involved in, may be authorized by the Board of Directors to be
paid by the Corporation in advance upon written request if the indemnified
person:




(i) furnishes
the Corporation a written affirmation that in good faith the person believes
that he or she is entitled to be indemnified by the Corporation;
and




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(ii) furnishes
the Corporation a written undertaking to repay such advance to the extent that
it is ultimately determined by a court that such person is not entitled to be
indemnified by the Corporation.




(d) The
rights of indemnification provided in this ARTICLE 8 will be in addition to any rights
to which a person may otherwise be entitled under any articles of incorporation,
bylaw, agreement, statute, policy of insurance, vote of shareholders or Board of
Directors, or otherwise; will continue as to a person who has ceased to be a
director, officer, employee or agent of the Corporation; and will inure to the
benefit of the heirs, executors and administrators of such person.




(e) Any
repeal of this ARTICLE 8 will be
prospective only and no repeal or modification of this ARTICLE 8 will adversely affect any right
or protection that is based upon this ARTICLE 8 and pertains to an act or
omission that occurred prior to the time of such repeal or
modification.




ARTICLE
9


TRANSACTIONS
WITH INTERESTED DIRECTORS




Section
      1.
            VALIDITY OF
      TRANSACTION




No
transaction involving the Corporation will be voidable by the Corporation solely
because of a director's direct or indirect interest in the transaction
if:




(a) The
material facts of the transaction and the director's interest were disclosed or
known to the Board of Directors or a committee of the Board of Directors, and
the Board of Directors or committee authorized, approved or ratified the
transaction; or




(b) The
material facts of the transaction and the director's interest were disclosed or
known to the shareholders entitled to vote and a majority of those shareholders
authorized, approved or ratified the transaction; or




(c) The
transaction was fair to the Corporation.




Solely
for purposes of this ARTICLE 9, a
director of the Corporation has an indirect interest in a transaction if another
entity in which the director has a material financial interest or in which the
director is a general partner is a party to the transaction or the transaction
is with another entity of which the director is a director, officer or trustee
and the transaction is or should be considered by the Board of
Directors.





Section
      2.
            APPROVAL BY
      BOARD




For
purposes of Section 1, a transaction in
which a director has an interest is authorized, approved or ratified if it
receives the affirmative vote of a majority of the directors on the Board of
Directors, or on the committee, who have no direct or indirect interest in the
transaction.  A transaction may not be authorized, approved or
ratified under this ARTICLE 9 by a
single director.  If a majority of the directors who have no direct or
indirect interest in the transaction vote to authorize, approve or ratify the
transaction, a quorum will be deemed to be present for the purpose of taking
action under this ARTICLE
9.  The presence of, or a vote cast by, a director with a direct
or indirect interest in the transaction does not affect the validity of any
action taken by the Board of Directors or a committee thereof if the transaction
is otherwise authorized, approved or ratified in any manner as provided in Section 1.




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Section
      3.
            APPROVAL BY
      SHAREHOLDERS




For
purposes of Section 1, a transaction in
which a director has an interest is authorized, approved or ratified if it
receives the vote of a majority of the shares entitled to be counted under this
ARTICLE 9, voting as a single voting
group.  Shares owned by or voted under the control of a director who
has a direct or indirect interest in the transaction, and shares owned by or
voted under the control of any entity affiliated with the director as described
in Section 1 may be counted in a vote of
shareholders to determine whether to authorize, approve or ratify a transaction
by vote of the shareholders under this ARTICLE 9.  A majority of the
shares, whether or not present, that are entitled to be counted in a vote on the
transaction under this ARTICLE 9
constitutes a quorum for the purpose of taking action under this ARTICLE 9.




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