EXHIBIT 3.(ii)

                                INFORMEDICS, INC.

                                 RESTATED BYLAWS

                Amendments Approved by the Board of Directors on
                                  June 14, 1996


     Sections 3 and 4 of Article 4 of the Restated  Bylaws are replaced with the
following:

Section 3.     CHAIRMAN OF THE BOARD

     The  Chairman  of the Board  shall be the Chief  Executive  Officer  of the
Corporation,  responsible to the Board of Directors for the general  supervision
of the property, affairs and business of the Corporation.  The Chairman shall be
responsible for developing strategic direction for the Corporation, and shall be
the  Corporation's   primary  spokesperson  to  the  financial  community,   the
industries in which the Corporation  operates and the trade.  The Chairman shall
report  on the  affairs  of the  Corporation  at each  meeting  of the  Board of
Directors,  and shall exercise such other powers inherent in the office of chief
executive as the Board of Directors may direct.  The Chairman shall also preside
at all meetings of the Board of Directors  and at meetings of the  shareholders.
At any time that an Executive  Committee of the Board of Directors  exists,  the
Chairman shall be a member of the Executive Committee.

Section 4.     PRESIDENT

     The President shall be the Chief  Operating  Officer of the Corporation and
shall, subject to the control of the Board of Directors, have general and active
supervision  of the  operations  of the  Corporation.  The  President  shall  be
responsible for all day-to-day  operations of the  Corporation,  delegating such
authority as may be determined.  All officers of the Corporation at the level of
Vice  President  shall report to the  President.  The  President  shall have the
general  powers  and  duties  of  management  usually  vested  in the  office of
president of a corporation, together with such other powers and duties as may be
prescribed from time to time by the Board of Directors.

     Section  3 of  Article  3 of the  Restated  bylaws  is  replaced  with  the
following:

Section 3.     EXECUTIVE COMMITTEE

     Subject  to  the  Oregon   Business   Corporation   Act,  the  Articles  of
Incorporation  and  contrary  provisions  as may be  contained  in the Bylaws as
amended  from time to time,  the Board of  Directors  may  appoint an  Executive
Committee consisting of not less than two nor more than three persons from among
its members. When appointed, the Executive Committee shall have and may exercise
all  the  authority  of  the  Board  of  Directors  in  the  management  of  the
Corporation, subject to the limitations hereinafter set forth. When an Executive
Committee  exists,  both the  Chairman  and the  President  shall  report to the
Executive  Committee.  The Executive  Committee shall not have the authority to:
amend the Articles of  Incorporation;  adopt a plan of merger or  consolidation;
recommend to the shareholders the sale,  lease,  exchange,  mortgage,  pledge or
other  disposition  of all or  substantially  all the property and assets of the
Corporation;  recommend  to the  shareholders  a  voluntary  dissolution  of the
Corporation  or a revocation  thereof;  or amend the Bylaws of the  Corporation.
Committee  members  shall be  appointed  annually  and shall hold  office at the
pleasure of the Board of Directors.  Meetings of the Executive  Committee may be
called upon the request of any member thereof upon 24 hours' notice.  Notice may
be waived by all members.  No action shall be taken by the committee except at a
duly called meeting,  and then only upon the unanimous vote of both members when
the Committee  consists of two members,  and by vote of two out of three members
when the Committee consists of three members.

<PAGE>

                                INFORMEDICS, INC.

                                 RESTATED BYLAWS

                                    ARTICLE 1
                        SHAREHOLDERS: MEETINGS AND VOTING


Section 1.     PLACE OF MEETINGS

     Meetings of the shareholders of Informedics, Inc. (the "Corporation") shall
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  shall be held on the  third
Friday in March of each year,  if not a legal  holiday,  and if a legal  holiday
then on the next  succeeding  business day, at such time as may be prescribed by
the Board of Directors and specified in the notice of the meeting.  The Board of
Directors shall have the discretion to designate a different annual meeting date
for any year, provided that the date so designated is within 60 days of the date
specified in the preceding  sentence.  At the annual meeting,  the  shareholders
shall elect directors of the Corporation, consider reports of the affairs of the
Corporation  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.

Section 3.     SPECIAL MEETINGS

     (a) The Corporation  shall hold a special meeting of shareholders  upon the
call of the President 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.

<PAGE>

Section 4.     NOTICE OF MEETINGS

     (a) The Corporation shall 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 10 days before the meeting date. Except as otherwise required
by applicable law or by the Corporation's Articles of Incorporation,  as amended
(the "Articles of  Incorporation"),  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.
Except  as  otherwise   required  by  applicable  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
shall 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 shall 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.

     (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.

     (d) 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 this Article 1, the waiver must be in writing,  be
signed by the  shareholder  entitled  to the  notice,  and be  delivered  to the
Corporation for inclusion in the minutes or filing with the corporate records.

<PAGE>

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 shall 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
applicable 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) Except as  otherwise  provided in the Articles of  Incorporation  or by
applicable law, if a quorum exists,  action on a matter, other than the election
of  directors,  by a voting group shall be approved if the votes cast within the
voting group  favoring the action  exceed the votes cast within the voting group
opposing the action.

     (d) Except as otherwise  provided in the Articles of Incorporation or these
Bylaws,  directors  shall be 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.

<PAGE>

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:

          (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 the 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 that 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.

<PAGE>

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.

Section 9.     SHAREHOLDER LISTS

     (a) After fixing a record date for a meeting, the Corporation shall prepare
an alphabetical list of the names of all of its shareholders who are entitled to
notice of the 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 the
number of shares held by each shareholder.

     (b)  The  shareholder  list  shall  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
shall  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,  shall 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  shall  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.

<PAGE>

                                    ARTICLE 2
                                    DIRECTORS

Section 1.     POWERS

     The Corporation shall have a Board of Directors. 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,
subject to any limitation set forth in the Articles of Incorporation.

Section 2.     NUMBER AND QUALIFICATIONS

     The Board of Directors  shall  consist of not less than three nor more than
seven  members,  the  exact  number  to be  determined  from  time  to time by a
resolution of the Board of  Directors,  subject to any  additional  requirements
that may be  imposed  by the  Articles  of  Incorporation.  Until  increased  or
decreased by the Board of Directors,  the number of directors shall be four. Any
decrease in the number of directors  designated by the Board of Directors  shall
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

     (a) Directors shall be elected at annual shareholders meetings.

     (b) At any time when the Board of  Directors  shall  consist of six or more
members, in lieu of electing the entire number of directors annually,  the Board
of Directors of the Corporation shall be divided into three classes.  The method
of  classification  shall be to assign the longest terms to those directors with
the most  seniority as  directors.  In the event there are more  directors  with
identical  seniority  than there are class  positions to be filled,  the initial
designation  of  classification  shall be made by the  director  then serving as
Chairman of the Board.  The  classes  shall be Class 1, Class 2 and Class 3. The
term of office of directors of Class 1 shall expire at the first annual  meeting
of shareholders after their election, that of Class 2 shall expire at the second
annual  meeting  after their  election,  and that of Class 3 shall expire at the
third annual meeting after their election.  When  classification of directors is
in effect,  at each annual meeting of shareholders the number of directors equal
to the number of the class whose term expires at the time of such meeting  shall
be  elected  to hold  office  until  the third  succeeding  annual  meeting.  No
classification  of  directors  shall be  effective  in the event the  authorized
number of members of the Board is reduced to fewer than six.

<PAGE>

     (c) If the Board of  Directors  is divided into classes and in the event of
any increase or decrease in the  authorized  number of directors,  then (i) each
director then serving as such shall  nevertheless  continue as a director of the
class of which the director is a member until the  expiration of the  director's
current term, or upon the director's earlier resignation, removal from office or
death;  (ii) the newly created or eliminated  directorships  resulting from such
increase or decrease  shall be  allocated  by the Board of  Directors  among the
three  classes  of  directors  so as to  maintain  equal  classes  to the extent
possible;  and (iii) in the event  such  decrease  in the  authorized  number of
directors  makes the total number of directors  less than six, then the Board of
Directors shall become  declassified and the directors remaining in office shall
continue  their terms until the next annual  meeting of  shareholders,  at which
time  directors  shall be elected  to serve for  one-year  terms or until  their
successors are duly elected and qualified.

     (d) In every case, a director  holding  office shall  continue to hold such
office until the  director's  successor  has been elected and qualified 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  shall  begin  immediately
after election.

Section 4.     VACANCIES

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

     (b) Except as  otherwise  provided by the Articles of  Incorporation,  if a
vacancy occurs on the Board of Directors:

          (i) The shareholders may fill the vacancy,  provided that the Board of
Directors has not already done so; or

          (ii)  The  Board of  Directors  may fill  the  vacancy,  provided  the
shareholders  have not already  done so. 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.

<PAGE>

Section 5.     RESIGNATION OF DIRECTORS

     A director may resign at any time by delivering written notice to the Board
of Directors, its Chair 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 shall be held without notice
immediately   following  the   adjournment   of  the  annual   meetings  of  the
shareholders.

     (c) Except as otherwise provided by the Articles of Incorporation,  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  President  or upon the written  request of any
two directors.  The person or persons who call 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) Unless the  Articles of  Incorporation  provide for a longer or shorter
period, special meetings of the Board of Directors shall 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  shall be  given  orally,  either  in  person  or by
telephone,  or shall be delivered in writing,  either personally,  by mail or by
telegram.  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.

<PAGE>

     (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 any action taken at the meeting.

     (c) 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 this  Article 2, the waiver  shall be in writing,
shall be signed by the  director  entitled  to the  notice,  shall  specify  the
meeting  for which  notice is waived  and  shall be filed  with the  minutes  or
appropriate records.

     (d) 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) Except as  otherwise  required  by the  Articles  of  Incorporation,  a
majority  of  the  directors  in  office  shall  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.

<PAGE>

Section 10.    COMPENSATION

     The Board of Directors may, by  resolution:  (i) provide that the directors
be paid  their  expenses,  if any,  of  attending  each  meeting of the Board of
Directors or committee of the Board of Directors; (ii) provide that directors be
paid a fixed  sum for  attending  each  meeting  of the  Board of  Directors  or
committee of the Board of  Directors;  or (iii)  provide for a stated  salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
Corporation in any other capacity and receiving compensation for that service.

                                    ARTICLE 3
                                   COMMITTEES

Section 1.     APPOINTMENT

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

Section 2.     ACTIONS OF COMMITTEES; GOVERNING PROCEDURES

     All actions of a committee shall 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.

Section 3.     EXECUTIVE COMMITTEE

     An Executive  Committee may be appointed by the Board of Directors pursuant
to the foregoing paragraphs.  When appointed, the Executive Committee shall have
the power to exercise all authority of the Board of  Directors,  except that the
Executive Committee may not:

          (i) Authorize distributions,  except as may be permitted by subsection
(vii) of this Section 3;

          (ii) Approve or propose to  shareholders  actions that are required by
law to be approved by shareholders;

<PAGE>

          (iii)  Fill  vacancies  on the  Board  of  Directors  or on any of its
committees;

          (iv) Amend the Articles of  Incorporation,  except as may be permitted
by subsection (viii) of this Section 3;

          (v) Adopt, amend or repeal the Bylaws;

          (vi) Approve a plan of merger not requiring shareholder approval;

          (vii) Authorize or approve  reacquisition of the Corporation's shares,
except within limits prescribed by the Board of Directors; or

          (viii)  Authorize or approve the issuance or sale or contract for sale
of shares of the Corporation,  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 an officer of the Corporation to
do so within limits specifically prescribed by the Board of Directors.

Section 4.     AUDIT COMMITTEE

     (a) An Audit  Committee  of the  Board  of  Directors  of the  Corporation,
composed of at least two members of the Board (at least one of whom shall not be
an officer of the Corporation),  shall be appointed at the annual meeting of the
Board  of  Directors.  The  President  may,  and if the  President  does not the
committee  shall,  designate  one of its  members to serve as Chair of the Audit
Committee.  Each  member of the  committee  shall  serve  until the next  annual
meeting  of the  Board  of  Directors  or the due  appointment  of the  member's
successor. Any vacancy in the Audit Committee shall be filled by a majority vote
of the Board of Directors.

     (b) The Audit Committee shall have the authority, in its discretion, to:

          (i) review and make  recommendations  to the Board of  Directors  with
respect to the engagement or discharge of the Corporation's independent auditors
and the terms of the engagement;

          (ii) review the independence of the independent auditors;

          (iii)  review the  policies  and  procedures  of the  Corporation  and
management with respect to maintaining the  Corporation's  books and records and
furnishing the  information  necessary to the  independent  auditors to enable a
timely, full and accurate presentation of the Corporation's financial statements
for the fiscal year;

<PAGE>

          (iv)  review  procedures  to  encourage  access to the  committee  and
facilitate the timely reporting during the year by the Corporation's independent
auditors to the Audit Committee of their recommendations and advice with respect
to maintenance of the Corporation's  books,  records and accounts and accounting
procedures and controls;

          (v) review the  implementation  by management  of the  recommendations
made by the independent auditors in their annual management letter, if any;

          (vi)  review the  adequacy  and  implementation  of the  Corporation's
internal  auditing,   accounting  and  financial  controls  and  meet  with  the
Corporation's   internal   auditor  and  financial  staff  to  discuss  internal
accounting and auditing controls and the implementation of  recommendations  for
the improvement therefor;

          (vii) review with the  independent  auditors upon  completion of their
audit  the  results  of  the  auditing   engagements,   their   opinion  of  the
Corporation's  financial and  accounting  personnel,  the  cooperation  received
during the audit,  methods to improve the  efficiency  and quality of the audit,
significant proposed adjustments,  any material changes in accounting principles
and practices,  and any other recommendations the auditors may have with respect
to the Corporation's financial, accounting or auditing systems; and

          (viii)  review  such  other  matters  relating  to  the  Corporation's
financial affairs and accounts,  communications to shareholders and filings with
governmental  agencies  as the  committee  may,  in  its  own  discretion,  deem
desirable.

     (c) The Audit Committee is authorized to employ such experts and personnel,
including those who are already employed or engaged by the  Corporation,  as the
committee may deem to be  reasonably  necessary to enable it to ably perform its
duties and satisfy its responsibilities.

Section 5.     COMPENSATION COMMITTEE

     A  Compensation  Committee of the Board of  Directors  of the  Corporation,
composed of at least two members of the Board of  Directors,  shall be appointed
at the annual  meeting of the Board of Directors.  The President may, and if the
President does not the committee shall, designate one of its members to serve as
Chair of the  Compensation  Committee.  Each member of the committee shall serve
until the next annual  meeting of the Board of Directors or the due  appointment
of the member's  successor.  Any vacancy in the Compensation  Committee shall be
filled by a majority vote of the Board of  Directors.  A majority of the members
of the Compensation  Committee shall constitute a quorum,  and a majority of the
quorum  shall be  required  to adopt or approve  any  matter.  The  Compensation
Committee  shall have the  responsibility  and power to review and establish the
salaries  of  the  executive  officers  of the  Corporation.  In  addition,  the
committee  shall  further have the  responsibility  and power to grant  bonuses,
stock  options or other forms of incentive  compensation  to the officers of the
Corporation. The Compensation Committee is authorized to employ such experts and
consultants as the committee may deem to be reasonably necessary to enable it to
perform its duties and satisfy its responsibilities.

<PAGE>

                                    ARTICLE 4
                                    OFFICERS

Section 1.     DESIGNATION; ELECTION

     (a) The officers of the Corporation  shall be a President,  a Secretary and
such other officers and assistant  officers as the Board of Directors shall from
time to time  appoint,  none of whom need be members of the Board of  Directors.
The officers  shall 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 shall be filled in the manner prescribed in these Bylaws for regular
appointments to such office.

Section 2.     COMPENSATION AND TERM OF OFFICE

     (a) The term of office of all officers of the Corporation shall be fixed by
the Board of Directors.  Compensation of the  Corporation's  executive  officers
shall be set by the  Compensation  Committee,  if any. If the Corporation has no
Compensation Committee, such salaries shall be set 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 President 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 shall not take office until the effective date.

<PAGE>

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

Section 3.     CHAIRMAN OF THE BOARD

     The  Chairman  of the  Board,  if and when  elected,  shall  preside at all
meetings of the Board of Directors and at meetings of the shareholders and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors.

Section 4.     PRESIDENT

     The President shall be the chief  executive  officer of the Corporation and
shall,  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  shall
perform  the duties  and  responsibilities  of the  Chairman  of the Board.  The
President  shall be an ex officio  member of all the standing  committees of the
Board of Directors (except the Compensation  Committee,  if any), shall have the
general  powers  and  duties  of  management  usually  vested  in the  office of
president of a corporation and shall 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,  shall  perform  such duties as the Board of
Directors  prescribes.  In the  absence  or  disability  of the  President,  the
President's  duties and powers shall be performed and exercised by a senior Vice
President, as designated by the Board of Directors.

Section 6.     SECRETARY

     (a) The Secretary  shall 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,  whether the meeting was regular or special 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.

<PAGE>

     (b) The Secretary  shall 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  shall  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 shall keep
the seal and affix it to all documents  requiring a seal.  The  Secretary  shall
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 shall have custody of the funds
and securities of the Corporation  and shall keep full and accurate  accounts of
receipts and  disbursements  in books  belonging to the  Corporation,  and shall
deposit all monies and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.

     The Treasurer or Chief  Financial  Officer shall  disburse the funds of the
Corporation when proper to do so, taking proper vouchers for such disbursements,
and shall render to the President and directors,  at the regular meetings of the
Board of  Directors,  or whenever  they may require it, an account of all his or
her  transactions  as  the  Treasurer  or  Chief  Financial  Officer  and of the
financial condition of the Corporation.

     If required by the Board of  Directors,  the  Treasurer or Chief  Financial
Officer  shall give the  Corporation a bond in such sum, and with such surety or
sureties as shall be  satisfactory  to the Board of Directors,  for the faithful
performance  of the duties of his or her office and for the  restoration  to the
Corporation,  in case of his or her death,  resignation,  retirement  or removal
from  office,  of all  books,  papers,  vouchers,  money and other  property  of
whatever kind in his or her possession or under his or her control  belonging to
the  Corporation.  The  necessity  for  such  bond is not  anticipated,  but the
decision  as to whether  the bond may at any time in the  future be  appropriate
shall be in the absolute discretion of the Board of Directors.

<PAGE>

Section 8.     ASSISTANTS

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

                                    ARTICLE 5
                           CORPORATE RECORDS AND REPORTS - INSPECTION

Section 1.     RECORDS

     The  Corporation  shall  maintain  all records  required  by law.  All such
records shall be kept at its principal office, registered office or at any other
place designated by the President of the Corporation or as otherwise provided by
applicable law.

Section 2.     INSPECTION OF RECORDS

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

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,
shall 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  provisions of these Bylaws,  no officer,  agent or employee of
the Corporation shall 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.

<PAGE>

                                    ARTICLE 6
                       CERTIFICATES AND TRANSFER OF SHARES

Section 1.     CERTIFICATES FOR SHARES

     (a) Certificates for shares shall be in such form as the Board of Directors
may designate,  shall  designate the name of the  Corporation  and the state law
under which the Corporation is organized,  shall state the name of the person to
whom the shares  represented by the certificate are issued,  and shall 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 in
rights, preferences and limitations determined for each series and the authority
of the Board of  Directors to determine  variations  for future  series shall be
summarized on the front or back of each  certificate,  or each  certificate  may
state  conspicuously  on its front or back that the  Corporation  shall  furnish
shareholders with this information on request in writing and without charge.

     (b) Each  certificate  for shares  shall be signed,  either  manually or in
facsimile,  by the Chairman of the Board,  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.

     (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 shall nevertheless be valid.

     (d) The Corporation may in its discretion issue certificates for fractional
shares, but shall not be required to do so.

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
shall issue a new  certificate to the person  entitled  thereto,  cancel the old
certificate and record the transaction upon its books.

<PAGE>

Section 3.     LOST, STOLEN OR DESTROYED CERTIFICATES

     In the event a certificate is represented to be lost,  stolen or destroyed,
a new certificate  shall 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 for a period  not
exceeding 70 days preceding any annual or special meeting of the shareholders or
the day appointed for the payment of a dividend.

                                    ARTICLE 7
                                 INDEMNIFICATION

Section 1.     DIRECTORS AND OFFICERS

     The Corporation shall 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
(including 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.

Section 2.     EMPLOYEES AND OTHER AGENTS

     The Corporation may indemnify its employees and other agents to the fullest
extent permitted by law.
<PAGE>

Section 3.     ADVANCES OF EXPENSES

     (a) The expenses  incurred by a director or officer 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, shall be paid by the Corporation in advance upon written
request of the director or officer, if the director or officer:

          (i) furnishes the Corporation a written affirmation of his or her good
faith belief that he or she is entitled to be  indemnified  by the  Corporation;
and

          (ii)  furnishes the  Corporation a written  undertaking  to repay such
advance to the extent that it is ultimately determined by a court that he or she
is not entitled to be  indemnified  by the  Corporation.  Such advances shall be
made without  regard to the person's  ability to repay such expenses and without
regard to the  person's  ultimate  entitlement  to  indemnification  under  this
Article 7 or otherwise.

Section 4.     NONEXCLUSIVITY OF RIGHTS

     The rights  conferred  on any person by this Article 7 shall 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.

Section 5.     SURVIVAL OF RIGHTS

     The rights conferred on any person by this Article 7 shall continue as to a
person  who has  ceased  to be a  director,  officer,  employee  or agent of the
Corporation,  and  shall  inure  to the  benefit  of the  heirs,  executors  and
administrators of such person.

Section 6.     AMENDMENTS

     Any  repeal of this  Article 7 shall be  prospective  only and no repeal or
modification  of this Article 7 shall  adversely  affect any right or protection
that is based  upon  this  Article 7 and  pertains  to an act or  omission  that
occurred prior to the time of such repeal or modification.

<PAGE>

                                    ARTICLE 8
                        LIMITATION OF DIRECTOR LIABILITY

     To the fullest  extent  permitted  by law,  no director of the  Corporation
shall be personally  liable to the Corporation or its  shareholders for monetary
damages for conduct as a director. No amendment or repeal of this Article 8, nor
the adoption of any provision of these Bylaws  inconsistent with this Article 8,
shall  adversely  affect any right or protection  of a director  based upon this
Article 8 and existing at the time of such amendment or repeal. No change in the
law shall  reduce or  eliminate  the  rights and  protections  set forth in this
Article 8 unless the change in the law  specifically  requires such reduction or
elimination.  If the Oregon  Business  Corporation  Act is  amended,  after this
Article  8  shall  become  effective,  to  authorize  corporate  action  further
eliminating or limiting the personal liability of directors, officers, employees
or agents, then the liability of directors, officers, employees or agents of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the Oregon Business Corporation Act, as so amended.

                                    ARTICLE 9
                      TRANSACTIONS BETWEEN CORPORATION AND
                              INTERESTED DIRECTORS

Section 1.     VALIDITY OF TRANSACTION

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

          (i) 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;

          (ii) 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

          (iii) The transaction was fair to the Corporation.

     (b) This  Article 9 shall  not  invalidate  any  contract,  transaction  or
determination that would otherwise be valid under applicable law.

Section 2.     INDIRECT INTEREST

     Solely for purposes of this Article 9, a director of the Corporation has an
indirect interest in a transaction if:

     (a) 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

<PAGE>

     (b) Another entity of which the director is a director,  officer or trustee
is a party to the  transaction and the transaction is or should be considered by
the Board of Directors.

Section 3.     AUTHORIZATION BY BOARD

     For  purposes  of  Section 1 of this  Article 9, a  transaction  in which a
director  has an  interest is  authorized,  approved or ratified by the Board of
Directors 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 shall 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  shall not
affect the validity of any action taken under Section 1 of this Article 9 by the
Board of  Directors  or a committee  thereof,  if the  transaction  is otherwise
authorized, approved or ratified as provided in Section 1 of this Article 9.

Section 4.     AUTHORIZATION BY SHAREHOLDERS

     For  purposes  of  Section 1 of this  Article 9, 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  described in paragraph (a) of
Section  2 of  this  Article  9 may be  counted  in a vote  of  shareholders  to
determine  whether to authorize,  approve or ratify a transaction by vote of the
shareholders  under  Section 1 of 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.

                                   ARTICLE 10
                               GENERAL PROVISIONS

Section 1.     SEAL

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

<PAGE>

Section 2.     AMENDMENT OF BYLAWS

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

          (i) The Articles of Incorporation or applicable 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.

     (c) Whenever an  amendment  or new Bylaw is adopted,  it shall 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 shall
be stated in such book and place.

Section 3.     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  shall 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 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  has the effect of a
meeting vote and may be described as such in any document.

     (b) Except as otherwise  provided by the Articles of Incorporation or these
Bylaws,  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 or  committee.  The  action  shall  be  evidenced  by one or more  written
consents  describing the action taken, signed by each director or each member of
the committee, as the case may be, 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 or  committee  member  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.

<PAGE>

Section 4.     TELEPHONIC MEETINGS

     Except as otherwise provided by the Articles of Incorporation, 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 shall be deemed to
be present in person at the meeting.

Adopted by Board of Directors:  February 14, 1996