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                                                                     EXHIBIT 3.1
                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                               SEAMED CORPORATION
 
                                   ARTICLE 1.
 
                                      NAME
 
     The name of the corporation is SeaMED Corporation.
 
                                   ARTICLE 2.
 
                                    DURATION
 
     This corporation has perpetual existence.
 
                                   ARTICLE 3.
 
                                    PURPOSE
 
     This corporation is organized for the purposes of transacting any and all
lawful business for which a corporation may be incorporated under Title 23B of
the Revised Code of Washington, as amended.
 
                                   ARTICLE 4.
 
                          REGISTERED OFFICE AND AGENT
 
     The address of the registered office of the corporation is 5000 Columbia
Center, 701 Fifth Avenue, Seattle, Washington 98104-7078, and the name of the
registered agent at such address is PTSGE Corp.
 
                                   ARTICLE 5.
 
                                 CAPITAL STOCK
 
     The total number of shares of stock that the corporation shall have the
authority to issue is Fifteen Million (15,000,000) as follows:
 
     5.1  Ten Million (10,000,000) shares, which shares shall be of one class
and shall be designated Common Stock, no par value per share. All rights
accruing to the outstanding shares of the corporation not expressly provided for
to the contrary herein shall be vested in the Common Stock.
 
     5.2  Five Million (5,000,000) shares of Preferred Stock, no par value per
share.
 
     The Board of Directors shall have the full authority permitted by law to
divide the authorized and unissued shares of Preferred Stock into classes or
series, or both, and to provide for the issuance of such shares in an aggregate
amount not exceeding in the aggregate the number of shares of Preferred Stock
authorized by these Articles of Incorporation, as amended from time to time; and
to determine with respect to each such class and/or series the voting powers, if
any (which voting powers, if granted, may be full or limited), designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions relating thereto, including
without limiting the generality of the foregoing, the voting rights relating to
shares of Preferred Stock of any class and/or series (which may be one or more
votes per share or a fraction of a vote per share, which may vary over time and
which may be applicable generally or only upon the happening and continuance of
stated events or conditions), the rate of dividend to which holders of Preferred
Stock of any class and/or series may be entitled (which may be cumulative or
noncumulative), the rights of holders of Preferred Stock of any class and/or
series in the event of liquidation, dissolution or winding up of the affairs of
the corporation, the rights, if any, of holders of Preferred Stock of any class
and/or
 
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series to convert or exchange such shares of Preferred Stock of such class
and/or series for shares of any other class or series of capital stock or for
any other securities, property or assets of the corporation or any subsidiary
(including the determination of the price or prices or the rate or rates
applicable to such rights to convert or exchange and the adjustment thereof, the
time or times during which the right to convert or exchange shall be applicable
and the time or times during which a particular price or rate shall be
applicable), whether or not the shares of that class and/or series shall be
redeemable, and if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates, and whether any shares of that
class and/or series shall be redeemed pursuant to a retirement or sinking fund
or otherwise and the terms and conditions of such obligation.
 
     Before the corporation shall issue any shares of Preferred Stock of any
class and/or series, articles of amendment in a form meeting the requirements of
the Washington Business Corporation Act, as amended from time to time (the
"Act"), setting forth the terms of the class and/or series and fixing the voting
powers, designations, preferences, the relative, participating, optional or
other special rights, if any, and the qualifications, limitations and
restrictions, if any, relating to the shares of Preferred Stock of such class
and/or series, and the number of shares of Preferred Stock of such class and/or
series authorized by the Board of Directors to be issued shall be filed with the
Secretary of State of the State of Washington in the manner prescribed by the
Act, and shall become effective without any shareholder action. The Board of
Directors is further authorized to increase or decrease (but not below the
number of such shares of such series then outstanding) the number of shares of
any class or series subsequent to the issuance of shares of that class or
series.
 
                                   ARTICLE 6.
 
                               PREEMPTIVE RIGHTS
 
     Shareholders of this corporation have no preemptive rights to acquire
additional shares of stock or securities convertible into shares of stock issued
by the corporation.
 
                                   ARTICLE 7.
 
                                   DIRECTORS
 
     7.1  Number of Directors. The number of directors of this corporation shall
be fixed in the manner specified by the bylaws of this corporation. The first
director of the corporation is one (1) in number and his name and address is:
                                 W. Robert Berg
                          14500 Northwest 87th Street
                           Redmond, Washington 98052
 
The first director shall serve until the first annual meeting of the
shareholders and until his successors are elected and qualified.
 
     7.2  Removal. Any director or the entire Board of Directors may be removed
from office at any time, at a duly called special meeting of shareholders, by
the affirmative vote of shareholders which satisfies the requirements of Article
11 applicable to amendment, modification, or repeal of these Articles.
 
     7.3  Vacancies. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of the directors then in office, though less than a quorum, by the sole
remaining director or by action of the shareholders. All directors elected to
fill vacancies shall hold office for a term expiring at the next annual meeting
of shareholders, but shall continue to serve despite the expiration of the
director's term until his or her successor shall have been elected and qualified
or until there is a decrease in the number of directors. No decrease in the
number of directors constituting the Board of Directors shall shorten or
eliminate the term of any incumbent director.
 
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     7.4  Classification of Directors. The directors shall be divided into three
classes, with each class to be as nearly equal in number as possible. The term
of office of directors of the first class shall expire at the first annual
meeting of shareholders after their election. The term of office of the
directors of the second class shall expire at the second annual meeting after
their election. The term of office of directors of the third class shall expire
at the third annual meeting after their election. At each annual meeting after
such classification, a 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.
 
                                   ARTICLE 8.
 
                               CUMULATIVE VOTING
 
     Shareholders of this corporation shall not have the right to cumulate votes
in the election of directors.
 
                                   ARTICLE 9.
 
                        LIMITATION OF DIRECTOR LIABILITY
 
     A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director,
except for:
 
          (a) Acts or omissions involving intentional misconduct by the director
     or a knowing violation of law by the director;
 
          (b) Conduct violating RCW 23B.08.310 (which involves certain
     distributions by the corporation);
 
          (c) Any transaction from which the director will personally receive a
     benefit in money, property, or services to which the director is not
     legally entitled.
 
     If the Washington Business Corporation Act is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Washington Business
Corporation Act, as so amended. Any repeal or modification of the foregoing
paragraph by the shareholders of the corporation shall not adversely affect any
right or protection of a director of the corporation with respect to any acts or
omissions of such director occurring prior to such repeal or modification.
 
                                  ARTICLE 10.
 
                          INDEMNIFICATION OF DIRECTORS
 
     10.1  Indemnification. The corporation shall indemnify its directors to the
full extent permitted by the Washington Business Corporation Act now or
hereafter in force. However, such indemnity shall not apply on account of:
 
          (a) Acts or omissions of the director finally adjudged to be
     intentional misconduct or a knowing violation of law;
 
          (b) Conduct of the director finally adjudged to be in violation of RCW
     23B.08.310; or
 
          (c) Any transaction with respect to which it was finally adjudged that
     such director personally received a benefit in money, property, or services
     to which the director was not legally entitled.
 
The corporation shall advance expenses for such persons pursuant to the terms
set forth in the Bylaws, or in a separate directors' resolution or contract.
 
     10.2  Authorization. The Board of Directors may take such action as is
necessary to carry out these indemnification and expense advancement provisions.
It is expressly empowered to adopt, approve, and amend from time to time such
Bylaws, resolutions, contracts, or further indemnification and expense
advancement arrangements as may be permitted by law, implementing these
provisions. Such Bylaws, resolutions, contracts
 
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or further arrangements shall include but not be limited to implementing the
manner in which determinations as to any indemnity or advancement of expenses
shall be made.
 
     10.3  Amendment. No amendment or repeal of this Article shall apply to or
have any effect on any right to indemnification provided hereunder with respect
to acts or omissions occurring prior to such amendment or repeal.
 
                                  ARTICLE 11.
 
                                 MISCELLANEOUS
 
     11.1  Repeal of and Amendment to Articles of Incorporation. Unless
otherwise provided herein, the provisions of these Articles of Incorporation may
be repealed or amended upon the affirmative vote of the holders of not less than
a majority of the outstanding shares of capital stock of the corporation. The
provisions set forth in Section 7.1 of Article 7, Article 9, Article 10 and this
sentence of Section 11.1 of Article 11 herein may not be repealed or amended in
any respect unless such action is approved by the affirmative vote of the
holders of not less than 66 2/3% of the outstanding shares of capital stock of
the corporation.
 
     11.2  Repeal of and Amendment to Bylaws. In furtherance and not in
limitation of the powers conferred by the Washington Business Corporation Act,
the Board of Directors is expressly authorized to make, adopt, repeal, alter,
amend, and rescind the Bylaws of the corporation by a resolution adopted by a
majority of the directors. The shareholders shall also have the power to adopt,
amend or repeal the Bylaws of the corporation as set forth therein.
 
     11.3  Special Meetings of Shareholders. Special meetings of the
shareholders of the corporation for any purpose may be called at any time by the
Board of Directors or an authorized committee of the Board of Directors, but
such special meetings may not be called by any other person or persons.
 
                                  ARTICLE 12.
 
                                  INCORPORATOR
 
     The name and address of the incorporator is:
 
              Robert Vallelunga           5000 Columbia Center
                                          701 Fifth Avenue
                                          Seattle, WA 98104-7078
 
     The undersigned incorporator has signed these Articles of Incorporation as
duplicate signed originals on October 1, 1996.
 
                                                  /s/ ROBERT VALLELUNGA
                                          --------------------------------------
                                                    Robert Vallelunga
                                                       Incorporator