PHOENIX GOLD INTERNATIONAL, INC.

                                  AMENDMENT TO
                                 RESTATED BYLAWS

      ARTICLE I, SECTION 2, SUBSECTION (C) OF THE RESTATED BYLAWS OF PHOENIX
GOLD INTERNATIONAL, INC., AN OREGON CORPORATION (THE "CORPORATION"), IS AMENDED
IN ITS ENTIRETY TO READ AS FOLLOWS:

                                    ARTICLE I
                        SHAREHOLDERS: MEETINGS AND VOTING

                                      * * *
Section 2. ANNUAL MEETINGS
           ---------------

                                      * * *
   "(c) At the annual meeting of shareholders, only such matters as shall
have been properly brought before the meeting shall 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 discretion 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, the shareholder must have
given prior written notice to the Secretary of the Corporation at its principal
executive offices not less than 120 days nor more than 150 days before the date
of the Corporation's proxy statement released to shareholders in connection with
the previous year's annual meeting of shareholders, except as provided in the
next sentence. If the Corporation did not hold an annual meeting of shareholders
the previous year, or if the date of the Corporation's annual meeting of
shareholders has been changed by more than 30 days from the date of the previous
year's meeting, the shareholder must have given prior written notice to the
Secretary of the Corporation at its principal executive offices on or before a
date which is a reasonable time before the date on which the Corporation will
begin to print and mail the proxy materials prepared for the meeting, as
determined by the Corporation's Board of Directors and disclosed in the
Corporation's earliest possible quarterly report filed under the Securities
Exchange Act of 1934, as amended. 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 shall 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 shall determine whether any matter was
properly brought before the meeting in accordance with the provisions of this
section. If such presiding officer determines that any matter has not been
properly brought before the meeting, he or she shall so declare at the meeting
and any such matter shall not be considered or acted upon."

                                       1
<PAGE>

      ARTICLE  II,  SECTION 11,  SUBSECTION  (B) OF THE  CORPORATION'S  RESTATED
BYLAWS IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

                                   ARTICLE II
                              DIRECTORS: MANAGEMENT

                                      * * *
Section 11.     NOMINATION OF DIRECTORS
                -----------------------

                                      * * *
"(b) To be timely, the shareholder must have given prior written notice to
the Secretary of the Corporation at its principal executive offices not less
than 120 days nor more than 150 days before the date of the Corporation's proxy
statement released to shareholders in connection with the previous year's annual
meeting of shareholders, except as provided in the next sentence. If the
Corporation did not hold an annual meeting of shareholders the previous year, or
if the date of the Corporation's annual meeting of shareholders has been changed
by more than 30 days from the date of the previous year's meeting, the
shareholder must have given prior written notice to the Secretary of the
Corporation at its principal executive offices on or before a date which is a
reasonable time before the date on which the Corporation will begin to print and
mail the proxy materials prepared for the meeting, as determined by the
Corporation's Board of Directors and disclosed in the Corporation's earliest
possible quarterly report filed under the Securities Exchange Act of 1934, as
amended."

                                       2
<PAGE>


                        PHOENIX GOLD INTERNATIONAL, INC.

                                 RESTATED BYLAWS
                       As amended through December 1, 1999

                                    ARTICLE 1
                        SHAREHOLDERS: MEETINGS AND VOTING

Section 1.  PLACE OF MEETINGS
            -----------------

                  Meetings of the  shareholders  of Phoenix Gold  International,
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 Monday in January 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 by vote a Board of Directors,  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.

                  (c) At the annual meeting of  shareholders,  only such matters
as shall have been properly  brought  before the meeting shall 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,  the  shareholder  must have
given prior written notice to the Secretary of the  Corporation at its principal
executive  offices not less than 120 days nor more than 150 days before the date
of the Corporation's proxy statement released to shareholders in connection with
the previous  year's annual meeting of  shareholders,  except as provided in the
next sentence. If the Corporation did not hold an annual meeting of shareholders
the  previous  year,  or if the


<PAGE>

date of the  Corporation's  annual meeting of  shareholders  has been changed by
more than 30 days from the date of the previous year's meeting,  the shareholder
must have given prior written notice to the Secretary of the  Corporation at its
principal  executive  offices  on or before a date  which is a  reasonable  time
before the date on which the Corporation  will begin to print and mail the proxy
materials prepared for the meeting,  as determined by the Corporation's Board of
Directors and disclosed in the Corporation's  earliest possible quarterly report
filed under the  Securities  Exchange Act of 1934, as amended.  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  shall  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  shall  determine  whether any matter was  properly  brought  before the
meeting in accordance  with the  provisions of this section.  If such  presiding
officer  determines  that any matter has not been  properly  brought  before the
meeting, he or she shall so declare at the meeting and any such matter shall not
be considered or acted upon.

Section 3.  SPECIAL MEETINGS
            ----------------

                  (a)  The   Corporation   shall  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  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.  Unless
Oregon law or the Restated  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
Restated 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.

                                       2
<PAGE>

                  (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.

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 or the Restated
Articles of  Incorporation,  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 Restated  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  Restated  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.

                                       3
<PAGE>

                  (d) Unless  otherwise  provided  in the  Restated  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:

                           (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.

                                       4
<PAGE>

                  (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.

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 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 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.

                                    ARTICLE 2
                              DIRECTORS: MANAGEMENT

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  managed  under  the  direction  of,  the  Board of
Directors,  subject to any  limitation  set forth in the  Restated  Articles  of
Incorporation.
                                       5

<PAGE>

Section 2.  NUMBER AND QUALIFICATIONS
            -------------------------

                  The Board of Directors  shall consist of not less than one nor
more than  seven  members.  The Board of  Directors  may  change  the  number of
directors from time to time. Until increased or decreased by a resolution of the
Board of  Directors,  the number of directors  shall 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  Restated
Articles of Incorporation.

Section 3.  ELECTION AND TENURE OF OFFICE
            -----------------------------

                  The directors shall be elected by ballot at the annual meeting
of  the  shareholders.  To  the  extent  and  in  the  manner  provided  in  the
Corporation's  Restated Articles of Incorporation,  the Board of Directors shall
be divided into classes,  and elected as therein provided.  At any time that the
division  into classes is not in effect,  directors  shall hold office until 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,  or if the Board of Directors is then divided into
classes,  pursuant to the terms of the class of director to which such  director
is 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.

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  Restated  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

                                       6
<PAGE>

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  only for
cause unless the Restated  Articles of Incorporation  provide that the directors
may be  removed  with  or  without  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) Unless the  Restated  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.  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  shall be
preceded  by at  least 24  hours'  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  Restated  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.  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.

                                       7
<PAGE>



                  (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  Restated  Articles  of  Incorporation  provide
otherwise,  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 Restated  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.

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 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.

Section 11.  NOMINATION OF DIRECTORS
             -----------------------

                  (a) Only  persons who are  nominated  in  accordance  with the
procedures  in this Section 11 shall be eligible for election as  directors.  If
the presiding officer at an annual meeting of the shareholders determines that a
nomination  was not made in  accordance  with the  procedures  set forth in this
Section  11,  the  presiding  officer  shall  declare  to the  meeting  that the
nomination was defective and such  defective  nomination  shall be  disregarded.
Nominations of persons for election to the Board of Directors may be made at any
annual  meeting  of  shareholders  (i) by or at the  direction  of the  Board of
Directors or (ii) by any shareholder of the Corporation (A) who is a shareholder
of record on the date of the giving of notice  provided  for in this  Section 11
and on the record date for the determination of shareholders entitled to vote at
such meeting and (B) who complies with the notice procedures in this Section 11.
In addition to any other applicable requirements, for a nomination to be made by
a shareholder,  such shareholder must have given timely notice thereof in proper
written form to the Secretary.

                                       8
<PAGE>

                  (b) To be  timely,  the  shareholder  must  have  given  prior
written notice to the Secretary of the  Corporation  at its principal  executive
offices  not less  than 120 days nor more than 150 days  before  the date of the
Corporation's  proxy  statement  released to shareholders in connection with the
previous year's annual meeting of  shareholders,  except as provided in the next
sentence.  If the Corporation did not hold an annual meeting of shareholders the
previous  year,  or  if  the  date  of  the  Corporation's   annual  meeting  of
shareholders has been changed by more than 30 days from the date of the previous
year's  meeting,  the  shareholder  must have given prior written  notice to the
Secretary of the Corporation, at its principal executive offices, on or before a
date which is a reasonable  time before the date on which the  Corporation  will
begin to print  and  mail the  proxy  materials  prepared  for the  meeting,  as
determined  by  the  Corporation's  Board  of  Directors  and  disclosed  in the
Corporation's  earliest  possible  quarterly  report filed under the  Securities
Exchange Act of 1934, as amended.

                  (c) To be in proper  written form, a  shareholder's  notice to
the Secretary must (i) set forth as to each person whom the shareholder proposes
to nominate for election as a director (A) the name, age,  business  address and
residence address of the nominee,  (B) the principal occupation or employment of
the  nominee,  (C) the class or series and number of shares of capital  stock of
the Corporation  which are owned  beneficially or of record by the nominee,  and
(D) any other  information  relating to the nominee that would be required to be
disclosed  in a  proxy  statement  or  other  filings  required  to be  made  in
connection with  solicitations of proxies for election of directors  pursuant to
Section 14 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), and the rules and regulations promulgated thereunder;  and (ii) set forth
as to the shareholder giving the notice (A) the name and address, as they appear
on the  Corporation's  books, of such  shareholder,  (B) the class and number of
shares of the Corporation which are beneficially owned by such shareholder,  (C)
a description of all arrangements or understandings between such shareholder and
each proposed  nominee and any other person or persons  (including  their names)
pursuant  to  which  the  nomination  or  nominations  are to be  made  by  such
shareholder,  (D) a representation  that such  shareholder  intends to appear in
person or by proxy at the annual  meeting to nominate  the persons  named in the
notice and (E) any other information  relating to such shareholder that would be
required to be disclosed in a proxy  statement or other  filings  required to be
made in  connection  with  solicitations  of proxies for  election of  directors
pursuant  to  Section  14 of the  Exchange  Act and the  rules  and  regulations
promulgated  thereunder.  Such notice must be  accompanied  by a signed  written
consent of each  proposed  nominee to being named as a nominee and to serve as a
director if elected.

                                    ARTICLE 3
                      COMMITTEES OF THE BOARD OF DIRECTORS

Section 1.  GENERAL AUTHORITY
            -----------------

                  Subject to law, the  provisions  of the  Restated  Articles of
Incorporation and these Restated 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 having such  powers as it may  designate.  Each such  committee
shall have two or more members,  who shall serve at the pleasure of the Board of
Directors.

                                       9
<PAGE>

Section 2.  ACTION OF COMMITTEES
            --------------------

                  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 Restated 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
            -------------------

                  Subject to the Oregon Business  Corporation  Act, the Restated
Articles of  Incorporation  and contrary  provisions  as may be contained in the
Restated Bylaws as amended from time to time, the Board of Directors may appoint
an Executive  Committee of at least three  persons from among its members.  When
appointed,  the Executive  Committee shall have such powers as may be designated
by the Board of Directors.  Committee  members shall hold office at the pleasure
of the Board of  Directors.  All  action  of the  Executive  Committee  shall be
reported  to the Board of  Directors  at the next  succeeding  meeting  thereof.
Meetings  of the  Executive  Committee  shall be called  upon the request of any
member  thereof  upon  giving  one  day's  notice to the  other  members  of the
committee. No action shall be taken by the committee except upon the affirmative
vote of not less than two of its members.

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 of Directors,  shall
be  appointed  at the  annual  meeting  of the  Board of  Directors.  At least a
majority of the members of the Audit Committee  shall be independent  directors.
For purposes of these Restated  Bylaws,  an "independent  director" shall mean a
person other than an officer or employee of the Corporation or its  subsidiaries
or any other individual having a relationship which, in the opinion of the Board
of  Directors,  would  interfere  with the exercise of  independent  judgment in
carrying  out the  responsibilities  of a  director.  Each  member  of the Audit
Committee  shall serve until the next annual  meeting of the Board of  Directors
and the due appointment and  qualification of his or her successor.  Any vacancy
in the  Audit  Committee  shall be  filled  by a  majority  vote of the Board of
Directors. A majority of the members shall constitute a quorum and a majority of
the quorum shall be required to adopt or approve any matters.

                  (b) The  duties  of the  Audit  Committee  shall  include,  in
addition to such other duties as may be specified by  resolution of the Board of
Directors from time to time, the following:

                      (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 policies and procedures of the Corporation
         and management with respect  tomaintaining  the Corporation's books and
         records; and

                      (iii)   review  with  the   independent   auditors,   upon
         completion of their audit,  the results of the auditing  engagement and
         any other  recommendations  the  auditors  may have with respect to the
         Corporation's financial, accounting or auditing systems.

                                       10
<PAGE>

                  (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.  Directors who are
appointed to the Compensation Committee may not be active or retired officers or
employees of the Corporation or of any of its  subsidiaries.  Each member of the
Compensation Committee shall serve until the next annual meeting of the Board of
Directors and the due appointment and qualification of his or her 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 matters.  The duties of the  Compensation  Committee  shall
include,  in addition to such other duties as may be specified by  resolution of
the Board of Directors from time to time, the following:

                           (i) consider and make recommendations to the Board of
         Directors  regarding  salaries and bonuses for elected  officers of the
         Corporation,  and prepare such  reports with respect  thereto as may be
         required by law;

                           (ii) consider,  review and grant stock options, stock
         appreciation  rights and other securities under the Corporation's stock
         option and stock incentive plans, and administer such plans; and

                           (iii)  consider  matters  of  director  compensation,
         benefits  and  other  forms  of remuneration.

The Compensation Committee is authorized to employ such experts and consultants,
including those already employed or engaged by the Corporation, as the committee
may deem to be  reasonably  necessary  to enable it to  perform  its  duties and
satisfy its responsibilities.

                                    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  may 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.

                                       11
<PAGE>

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

Section 2.  COMPENSATION AND TERM OF OFFICE
            -------------------------------

                  (a)      The  compensation  and  term  of  office  of  all the
officers of the Corporation shall 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:  (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.  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  shall not  affect  the  rights  of  the
Corporation  or any officer  under anyexpress 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 have all powers and responsibilities attendant therewith.

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 ex officio a member of all the  standing  committees  of the
Board of Directors (including the Executive  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 Restated Bylaws.

                                       12
<PAGE>

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, 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  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  Restated  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 Restated Bylaws.

Section 7.  TREASURER
            ---------

                  The Treasurer,  if any, shall be responsible  for the funds of
the Corporation, shall pay them out only on the checks of the Corporation signed
in the manner  authorized by the Board of Directors,  shall deposit and withdraw
such funds in such  depositories as may be authorized by the Board of Directors,
and shall 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  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.

                                       13
<PAGE>

                                    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 Corporation's  chief executive officer,  or as
otherwise provided by 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 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  Restated  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 Restated 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.

                                    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 and
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  will  furnish
shareholders with this information on request in writing and without charge.

                                       14
<PAGE>

                  (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.

                  (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.

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 in these
Restated  Bylaws,  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.

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 shall 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 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 RESTATED BYLAWS
            ----------------------------

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

                                       15
<PAGE>

                           (i) The Restated  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) Subject to the  Restated  Articles of  Incorporation,  the
Corporation's shareholders may amend or repeal these Restated Bylaws even though
these Restated Bylaws may also be amended or repealed by the Board of Directors,
except as  expressly  otherwise  provided  in any  provision  of these  Restated
Bylaws.

                  (c) Whenever an amendment or new Bylaw is adopted, it shall be
copied in the minute book with the original  Restated  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.  WAIVER OF NOTICE
            ----------------

                  (a) A shareholder may at any time waive any notice required by
law, the Restated Articles of Incorporation or these Restated Bylaws.  Except as
otherwise  provided in paragraph (c) of Section 4 of Article 1 of these Restated
Bylaws,  the  waiver  shall be in  writing,  shall be signed by the  shareholder
entitled to the notice,  and shall 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 Restated Articles of Incorporation or these Restated Bylaws.  Except as
otherwise  provided in paragraph (b) of Section 8 of Article 2 of these Restated
Bylaws, 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.

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  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 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 Restated  Articles of Incorporation or Restated
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  shall be  evidenced  by one or more  written

                                       16
<PAGE>

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
            -------------------

                  Unless  the  Restated   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.

                                    ARTICLE 8
                                 INDEMNIFICATION

                  (a) 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.

                   (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  personin  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 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

                                       17
<PAGE>

                           (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.  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 or otherwise.

                  (d) The rights of  indemnification  provided in this Article 8
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;  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.

                  (e) Any repeal of this Article 8 shall be prospective only and
no repeal or modification of this Article 8 shall 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.

                  (f) As a condition  precedent  to  indemnification  under this
Article 8, not later than 30 days after  receipt by the  director  or officer of
notice of the commencement of any proceeding the director or officer shall, if a
claim in respect of the proceeding is to be made against the  Corporation  under
this Article 8, notify the  Corporation  in writing of the  commencement  of the
proceeding. The failure to properly notify the Corporation shall not relieve the
Corporation  from any  liability  which it may have to the  director  or officer
otherwise  than under this Article 8. With respect to any proceeding as to which
the director or officer so notifies the Corporation of the commencement:

                           (i) The Corporation shall be entitled to participate
         in the proceeding at its own expense.

                           (ii) Except as otherwise  provided in this  paragraph
         (f),  the  Corporation  may, at its option and  jointly  with any other
         indemnifying  party  similarly  notified  and  electing  to assume such
         defense,  assume the  defense  of the  proceeding,  with legal  counsel
         reasonably  satisfactory  to the  director or officer.  The director or
         officer  shall  have the right to use  separate  legal  counsel  in the
         proceeding,  but the corporation shall not be liable to the director or
         officer  under this  Article 8 for the fees and  expenses  of  separate
         legal  counsel  incurred  after  notice  from  the  Corporation  of its
         assumption  of  the  defense,   unless  (A)  the  director  or  officer
         reasonably  concludes that there may be a conflict of interest  between
         the  Corporation  and the  director  or officer  in the  conduct of the
         defense of the proceeding,  or (B) the  Corporation  does not use legal
         counsel to assume the defense of such proceeding. The Corporation shall
         not be entitled to assume the defense of any  proceeding  brought by or
         on behalf of the Corporation or as to which the director or officer has
         made the conclusion provided for in (A) above.

                           (iii) If two or more  persons  who may be entitled to
         indemnification from the Corporation, including the director or officer
         seeking indemnification, are parties to any proceeding, the Corporation
         may  require the  director or officer to use the same legal

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<PAGE>

         counsel as the other  parties.  The  director or officer shall have the
         right  to use  separate  legal  counsel  in  the  proceeding,  but  the
         Corporation  shall not be liable to  the director or officer under this
         Article 8 for the fees and  expenses of separate legal counsel incurred
         after notice from  the  Corporation of the  requirement to use the same
         legal  counsel as the  other  parties,  unless the  director or officer
         reasonably  concludes  that there may be a conflict of interest between
         the director or  officer and any of the other  parties  required by the
         Corporation to be represented by the same legal counsel.

                           (iv) The Corporation shall not be liable to indemnify
         the  director or officer  under this  Article 8 for any amounts paid in
         settlement  of any  proceeding  effected  without its written  consent,
         which shall not be unreasonably withheld. The director or officer shall
         permit the  Corporation to settle any proceeding  that the  Corporation
         assumes the defense of,  except that the  Corporation  shall not settle
         any action or claim in any  manner  that  would  impose any  penalty or
         limitation  on the director or officer  without such  person's  written
         consent.

                  (g)  Notwithstanding  any  provision  in this  Article  8, the
Corporation   shall  not  be  obligated   under  this  Article  8  to  make  any
indemnification  or  advance  any  expenses  in  connection  with any claim made
against any director or officer:

                           (i) for which payment is required to be made to or on
         behalf of the director or officer  under any insurance  policy,  except
         with  respect to any excess  amount to which the director or officer is
         entitled  under this Article 8 beyond the amount of payment  under such
         insurance policy;

                           (ii) if a court  having  jurisdiction  in the  matter
         finally  determines that such  indemnification  is not lawful under any
         applicable statute or public policy;

                           (iii) in connection  with any  proceeding (or part of
         any proceeding) initiated by the director or officer, or any proceeding
         by the director or officer  against the  Corporation  or its directors,
         officers,  employees or other persons entitled to be indemnified by the
         Corporation,  unless:  (A) the Corporation is expressly required by law
         to make the  indemnification;  (B) the proceeding was authorized by the
         Board of  Directors;  or (C) the  director  or  officer  initiated  the
         proceeding  pursuant  to  subsection  (i) of  this  Article  8 and  the
         director  or  officer  is  successful  in  whole  or in  part  in  such
         proceeding; or

                           (iv)  for an  accounting  of  profits  made  from the
         purchase  and sale by the  director  or  officer of  securities  of the
         Corporation within the meaning of Section 16(b) of the Exchange Act, or
         similar provision of any state statutory law or common law.

                  (h)  In the  event  of  payment  under  this  Article  8,  the
Corporation  shall be  subrogated  to the  extent of such  payment to all of the
rights of recovery of the  director or officer.  The  director or officer  shall
execute all  documents  required  and shall do all acts that may be necessary to
secure such rights and to enable the  Corporation  effectively  to bring suit to
enforce such rights.

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<PAGE>

                  (i)  Without  the   necessity  of  entering  into  an  express
contract,  all rights to indemnification  and advances to directors and officers
under this Article 8 shall be deemed to be  contractual  rights and be effective
to the same extent and as if provided for in a contract  between the Corporation
and the  director or officer.  Any  director or officer may enforce any right to
indemnification  or  advances  under  this  Article 8 in any court of  competent
jurisdiction  if: (i) the Corporation  denies the claim for  indemnification  or
advances,  in whole or in part, or (ii) the Corporation does not dispose of such
claim  within 45 days of  request  therefor.  It shall be a defense  to any such
enforcement  action  (other  than an  action  brought  to  enforce  a claim  for
advancement  of expenses  pursuant to, and in compliance  with,  this Article 8)
that the  director  or officer is not  entitled  to  indemnification  under this
Article 8. However,  except as provided in subsection (f) of this Article 8, the
Corporation shall not assert any defense to an action brought to enforce a claim
for  advancement  of  expenses  pursuant  to this  Article 8 if the  director or
officer has tendered to the Corporation the affirmation and undertaking required
hereunder.  The  burden  of  proving  by  clear  and  convincing  evidence  that
indemnification  is not  appropriate  shall be on the  Corporation.  Neither the
failure of the  Corporation  (including  its Board of Directors  or  independent
legal counsel) to have made a  determination  prior to the  commencement of such
action that indemnification is proper in the circumstances  because the director
or  officer  has  met  the   applicable   standard  of  conduct  nor  an  actual
determination   by  the  Corporation   (including  its  Board  of  Directors  or
independent legal counsel) that indemnification is improper because the director
or officer has not met such applicable standard of conduct, shall be asserted as
a defense to the action or create a presumption  that the director or officer is
not  entitled  to  indemnification  under  this  Article  8  or  otherwise.  The
director's  or  officer's  expenses  incurred in  connection  with  successfully
establishing such person's right to indemnification or advances,  in whole or in
part, in any proceeding shall also be paid or reimbursed by the Corporation.

                  (j) The rights conferred on any person by this Article 8 shall
continue  as to a person who has ceased to be a director,  officer,  employee or
other  agent  and  shall  inure  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

                  (k) To the fullest extent  permitted by law, the  Corporation,
upon approval by the Board of Directors, may purchase insurance on behalf of any
person required or permitted to be indemnified pursuant to this Article 8.

                  (l)  If  this  Article  8  or  any  portion  hereof  shall  be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall  nevertheless  indemnify each director and officer to the full
extent not prohibited by any applicable portion of this Article 8 that shall not
have been invalidated, or by any other applicable law.

                                    ARTICLE 9
                     TRANSACTIONS WITH INTERESTED DIRECTORS

Section 1.  VALIDITY OF TRANSACTION
            -----------------------

                  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:

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<PAGE>

                  (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  shall 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.

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.



                                   ARTICLE 10
                        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.  For example,  without limiting
the  generality of the foregoing,  if the Oregon  Revised  Statutes are amended,
after this Article 10 becomes effective,  to authorize  corporate action further
eliminating or limiting the personal  liability of directors of the Corporation,
then the liability of

                                       21
<PAGE>

directors  of the  Corporation  shall be  eliminated  or limited to the  fullest
extent permitted by the Oregon Revised Statutes,  as so amended. No amendment or
repeal of this Article 10, nor the adoption of any  provision of these  Restated
Bylaws  inconsistent  with  this  Article  10,  nor a change  in the law,  shall
adversely  affect any right or protection that is based upon this Article 10 and
pertains to conduct that occurred prior to the time of such  amendment,  repeal,
adoption or change.  No change in the law shall reduce or  eliminate  the rights
and  protections  set  forth in this  Article  10 unless  the  change in the law
specifically requires such reduction or elimination.

ADOPTED BY SHAREHOLDERS:  JANUARY 27, 1995

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