<PAGE>

                             AMENDED AND RESTATED BYLAWS

                                         OF

                           MULTIPLE ZONES INTERNATIONAL, INC.


<PAGE>

                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
ARTICLE I    SHAREHOLDERS.................................................    1
     1.1     Annual Meeting...............................................    1
             1.1.1   Time and Place of Meeting............................    1
             1.1.2   Business Conducted at Meeting........................    1
     1.2     Special Meetings.............................................    2
     1.3     Notice of Meetings...........................................    3
             1.3.1   Notice of Special Meeting............................    3
             1.3.2   Proposed Articles of Amendment, Merger, Exchange,
                     Sale, Lease, or Disposition..........................    3
             1.3.3   Proposed Dissolution.................................    3
             1.3.4   Declaration of Mailing...............................    4
             1.3.5   Waiver of Notice.....................................    4
     1.4     Quorum; Vote Requirement.....................................    4
     1.5     Adjourned Meetings...........................................    4
     1.6     Fixing Record Date...........................................    5
     1.7     Shareholders' List for Meeting...............................    5
     1.8     Ratification.................................................    5
     1.9     Action by Shareholders Without a Meeting.....................    5
     1.10    Telephonic Meetings..........................................    6

ARTICLE II   BOARD OF DIRECTORS...........................................    6
     2.1     Responsibility of Board of Directors.........................    6
     2.2     Number of Directors; Qualification...........................    6
     2.3     Election of Directors; Nominations...........................    7
             2.3.1   Election and Term of Office..........................    7
             2.3.2   Nominations for Directors............................    7
     2.4     Vacancies....................................................    8
     2.5     Removal......................................................    9
     2.6     Resignation..................................................    9
     2.7     Annual Meeting...............................................    9
     2.8     Regular Meetings.............................................    9
     2.9     Special Meetings.............................................    9
     2.10    Notice of Meeting............................................    9
     2.11    Quorum of Directors..........................................   10
     2.12    Dissent by Directors.........................................   10
     2.13    Action by Directors Without a Meeting........................   10
     2.14    Telephonic Meetings..........................................   11
     2.15    Compensation.................................................   11
     2.16    Committees...................................................   11
</TABLE>
                                     -i-


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                              TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
ARTICLE III  OFFICERS.....................................................   12
     3.1     Appointment..................................................   12
     3.2     Qualification................................................   12
     3.3     Officers Enumerated..........................................   12
             3.3.1   Chairman of the Board................................   12
             3.3.2   Chief Executive Officer..............................   12
             3.3.3   President or Co-Presidents...........................   13
             3.3.4   Vice Presidents......................................   13
             3.3.5   Secretary............................................   13
             3.3.6   Treasurer............................................   14
     3.4     Delegation...................................................   14
     3.5     Resignation..................................................   14
     3.6     Removal......................................................   14
     3.7     Vacancies....................................................   14
     3.8     Other Officers and Agents....................................   14
     3.9     Compensation.................................................   15
     3.10    General Standards for Officers...............................   15

ARTICLE IV   CONTRACTS, CHECKS AND DRAFTS.................................   15
     4.1     Contracts....................................................   15
     4.2     Checks, Drafts, Etc..........................................   15
     4.3     Deposits.....................................................   15

ARTICLE V    STOCK........................................................   15
     5.1     Issuance of Shares...........................................   15
     5.2     Certificates of Stock........................................   16
     5.3     Stock Records................................................   16
     5.4     Restrictions on Transfer.....................................   16
     5.5     Transfers....................................................   17

ARTICLE VI   RECORDS OF CORPORATE MEETINGS................................   17

ARTICLE VII  FINANCIAL MATTERS............................................   18

ARTICLE VIII DISTRIBUTIONS................................................   18

ARTICLE IX   CORPORATE SEAL...............................................   18

ARTICLE X    INDEMNIFICATION..............................................   18
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                                     -ii-


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                              TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
     10.1    Definitions..................................................   18
     10.2    Mandatory Indemnification....................................   18
     10.3    Insurance....................................................   19
     10.4    Changes in Law...............................................   19
     10.5    Exclusivity; Nature of Rights; Amendment.....................   19

ARTICLE XI   MISCELLANY...................................................   19
     11.1    Communications by Facsimile..................................   19
     11.2    Inspector of Elections.......................................   20
     11.3    Rules of Order...............................................   20
     11.4    Construction.................................................   21
     11.5    Severability.................................................   21

ARTICLE XII  AMENDMENT OF BYLAWS..........................................   21

ARTICLE XIII AUTHENTICATION...............................................   21
</TABLE>




                                     -iii-
<PAGE>

                           AMENDED AND RESTATED BYLAWS
                                       OF
                        MULTIPLE ZONES INTERNATIONAL, INC.

     These Bylaws are promulgated pursuant to the Washington Business 
Corporation Act, as set forth in Title 23B of the Revised Code of Washington 
(the "Act").

                                    ARTICLE I

                                  SHAREHOLDERS

     1.1  ANNUAL MEETING.

          1.1.1     TIME AND PLACE OF MEETING.  The annual meeting of the 
shareholders of the corporation for the election of directors and for the 
transaction of such other business as may properly come before the meeting 
shall be held each year at a place, day, and time to be set by the Board of 
Directors.

          1.1.2     BUSINESS CONDUCTED AT MEETING.

                    (a)     At an annual meeting of shareholders, an item of 
business may be conducted, and a proposal may be considered and acted upon, 
only if such item or proposal is brought before the meeting (i) by, or at the 
direction of, the Board of Directors, or (ii) by any shareholder of the 
corporation who is entitled to vote at the meeting and who complies with the 
procedures set forth in the remainder of this Section 1.1.2. This Section 
1.1.2 shall not apply to matters of procedure that, pursuant to Section 
11.3(a) of these Bylaws, are subject to the authority of the chairman of the 
meeting.
 
                    (b)     For an item of business or proposal to be brought 
before an annual meeting by a shareholder, the shareholder must have given 
timely notice thereof in writing to the Secretary of the corporation. To be 
timely, a shareholder's notice must be delivered to, or mailed and received 
at, the principal office of the corporation not less than seventy (70) days 
prior to the date scheduled for the meeting (regardless of any postponements, 
deferrals or adjournments of that meeting to a later date), or, if notice or 
public disclosure of the date scheduled for the meeting is not given or made 
at least eighty (80) days prior thereto, not more than ten (10) days 
following the day on which notice of the date scheduled for the meeting is 
mailed or the day on which disclosure of that date is made, whichever is 
earlier.

                    (c)     A shareholder's notice to the Secretary under 
Section 1.1.2(b) shall set forth, as to each item of business or proposal the 
shareholder intends to bring before the meeting (i) a brief description of 
the item of business or proposal and the reasons for bringing it before the 
meeting, (ii) the name and address, as they appear on the corporation's 
books, of the shareholder and of any other shareholders that the shareholder 
knows or anticipates will support the item of business or proposal, (iii) the 
number and class of shares of stock of the corporation that are beneficially 
owned on the date of such notice by the shareholder and by any such other 
shareholders, and (iv) any financial interest of the shareholder or any such 
other shareholders in such item of business or proposal.

                                     1
<PAGE>

               (d)     The Board of Directors, or a designated committee
thereof, may reject a shareholder's notice that is not timely given in
accordance with the terms of Section 1.1.2(b). If the Board of Directors, or a
designated committee thereof, determines that the information provided in a
shareholder's notice does not satisfy the requirements of Section 1.1.2(c) in
any material respect, the Secretary of the corporation shall notify the
shareholder of the deficiency in the notice. The shareholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five (5) days from the
date such deficiency notice is given to the shareholder, as the Board of
Directors or such committee shall reasonably determine. If the deficiency is
not cured within such period, or if the Board of Directors or such committee
determines that the additional information provided by the shareholder,
together with information previously provided, does not satisfy the
requirements of Section 1.1.2(c) in any material respect, then the Board of
Directors or such committee may reject the shareholder's notice.

               (e)     Notwithstanding the procedures set forth in Section
1.1.2(d), if a shareholder desires to bring an item of business or proposal
before an annual meeting, and neither the Board of Directors nor any committee
thereof has made a prior determination of whether the shareholder has complied
with the procedures set forth in this Section 1.1.2 in connection with such
item of business or proposal, then the chairman of the meeting shall determine
and declare at the meeting whether the shareholder has so complied. If the
chairman determines that the shareholder has so complied, then the chairman
shall so state and ballots shall be provided for use at the meeting with
respect to such item of business or proposal. If the chairman determines that
the shareholder has not so complied, then, unless the chairman, in his sole
and absolute discretion, determines to waive such compliance, the chairman
shall state that the shareholder has not so complied and the item of business
or proposal shall not be brought before the meeting.

               (f)     This Section 1.1.2 shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of officers,
directors and committees of the Board of Directors, but, in connection with
such reports, no item of business may be conducted, and no proposal may be
considered and acted upon, unless there has been compliance with the
procedures set forth in this Section 1.1.2 in connection therewith.

     1.2  SPECIAL MEETINGS.  Special meetings of the shareholders for any
purpose or purposes may be called at any time by the Board of Directors or by
the Chairman of the Board (if one be appointed) or by the President or by one
or more shareholders holding shares representing not less than one-tenth
(1/10) of all the votes entitled to be cast on any issue proposed to be
considered at that meeting, to be held at such time and place as the Board or
the Chairman (if one be appointed) or the President may prescribe; provided,
that, at any time when the corporation is subject to the reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), special meetings of the shareholders
for any purpose or purposes may be called at any time only by the Board of
Directors or the Chairman of the Board (if one be appointed) or the President
or one or more shareholders holding shares representing not less than
twenty-five percent (25%) of all the votes entitled to be cast on any issue
proposed to be considered at that meeting.

     Subject to the requirements of Section 2.3.2 if the purpose of the special
meeting is the

                                     2
<PAGE>

election of directors, if a special meeting is called by any person or persons
other than the Board of Directors or the Chairman of the Board (if one be
appointed) or the President, then a written demand, describing with reasonable
clarity the purpose or purposes for which the meeting is called and specifying
the general nature of the business proposed to be transacted, shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Secretary of the corporation. Upon receipt of
such a demand, the Secretary shall cause notice of such meeting to be given,
within thirty (30) days after the date the demand was delivered to the
Secretary, to the shareholders entitled to vote, in accordance with the
provisions of Section 1.3 of these Bylaws.

     1.3  NOTICE OF MEETINGS.  Except as otherwise provided below, the
Secretary, Assistant Secretary, or any transfer agent of the corporation shall
give, in any manner permitted by law, not less than ten (10) nor more than
sixty (60) days before the date of any meeting of shareholders, written notice
stating the place, day, and time of the meeting to each shareholder of record
entitled to vote at such meeting. If mailed, notice to a shareholder with
first-class postage prepaid, correctly addressed to the shareholder at the
shareholder's address as it appears on the current record of shareholders of
the corporation, shall be effective when mailed. Otherwise, written notice
shall be effective at the earliest of the following:  (a) when received, (b)
five (5) days after its deposit in the United States mail, as evidenced by the
postmark, if mailed with first-class 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.

          1.3.1     NOTICE OF SPECIAL MEETING.  In the case of a special
meeting, the written notice shall also state with reasonable clarity the
purpose or purposes for which the meeting is called and the general nature of
the business proposed to be transacted at the meeting. No business other than
that within the purpose or purposes specified in the notice may be transacted
at a special meeting.

          1.3.2     PROPOSED ARTICLES OF AMENDMENT, MERGER, EXCHANGE, SALE,
LEASE, OR DISPOSITION.  If the business to be conducted at any meeting
includes any proposed amendment to the Articles of Incorporation or any
proposed merger or exchange of shares, or any proposed sale, lease, exchange,
or other disposition of all or substantially all of the property and assets
(with or without the goodwill) of the corporation not in the usual or regular
course of its business, then the written notice shall state that the purpose
or one of the purposes is to consider the proposed amendment or plan of
merger, exchange of shares, sale, lease, exchange, or other disposition, as
the case may be, shall describe the proposed action with reasonable clarity,
and shall be accompanied by a copy of the proposed amendment or plan. Written
notice of such meeting shall be given to each shareholder of record, whether
or not entitled to vote at such meeting, not less than twenty (20) days before
such meeting, in the manner provided in Section 1.3 above.

          1.3.3     PROPOSED DISSOLUTION.  If the business to be conducted at
any meeting includes the proposed voluntary dissolution of the corporation,
then the written notice shall state that the purpose or one of the purposes is
to consider the advisability thereof. Written notice of such meeting shall be
given to each shareholder of record, whether or not entitled to

                                     3
<PAGE>

vote at such meeting, not less than twenty (20) days before such meeting, in
the manner provided in Section 1.3 above.

          1.3.4     DECLARATION OF MAILING.  A declaration of the mailing or
other means of giving any notice of any shareholders' meeting, executed by the
Secretary, Assistant Secretary, or any transfer or other agent of the
corporation giving notice on its behalf, shall be prima facie evidence of the
giving of such notice.

          1.3.5     WAIVER OF NOTICE.  A shareholder may waive notice of any
meeting at any time, either before or after such meeting. Except as provided
below, 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. A shareholder's attendance at a meeting
in person or by proxy waives objection to 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 on the ground
that the meeting is not lawfully called or convened. In the case of a special
meeting, or an annual meeting at which fundamental corporate changes are
considered, a shareholder waives objection to consideration of a particular
matter 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.

     1.4  QUORUM; VOTE REQUIREMENT.  A quorum shall exist at any meeting of
shareholders if a majority of the votes entitled to be cast is represented in
person or by proxy. Once a share is represented for any purpose at a meeting
other than solely to object to holding the meeting or transacting business at
the 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. Subject to the foregoing, the
determination of the voting groups entitled to vote (as required by law), and
the quorum and voting requirements applicable thereto, must be made separately
for each matter being considered at a meeting. In the case of any meeting of
shareholders that is adjourned more than once because of the failure of a
quorum to attend, those who attend the third convening of such meeting,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors, provided that the percentage of shares
represented at the third convening of such meeting shall not be less than
one-third of the shares entitled to vote.

     If a quorum exists, action on a matter (other than the election of
directors) is approved by a voting group if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group
opposing the action unless a greater number of affirmative votes is required
by law or by the Articles of Incorporation.

     1.5  ADJOURNED MEETINGS.  An adjournment or adjournments of any
shareholders' meeting, whether by reason of the failure of a quorum to attend
or otherwise, may be taken to such date, time, and place as the chairman of the
meeting may determine without new notice being given if the date, time, and
place are announced at the meeting at which the adjournment is taken. However,
if the adjournment is for more than one hundred twenty (120) days from the date
set for the original meeting, a new record date for the adjourned meeting shall
be fixed and a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting, in accordance
with the provisions of Section 1.3 of

                                     4
<PAGE>

these Bylaws. At any adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting. Any meeting
at which directors are to be elected shall be adjourned only from day to day
until such directors are elected.

     1.6  FIXING RECORD DATE.  For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders (or, subject to
Section 1.5 above, any adjournment thereof), the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than seventy (70) days prior to the
meeting. If no such record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, then the day
before the first notice is delivered to shareholders shall be the record date
for such determination of shareholders. If no notice is given because all
shareholders entitled to notice have waived notice, then the record date for
the determination of shareholders entitled to notice of or to vote at a meeting
shall be the date on which the last such waiver of notice was obtained or the
date of the meeting, if earlier. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, except as
provided in Section 1.5 of these Bylaws. If no notice is given because all
shareholders entitled to notice have signed a consent as described in Section
1.9 below, the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent.

     1.7  SHAREHOLDERS' LIST FOR MEETING.  The corporation shall cause to be
prepared an alphabetical list of the names of all of its shareholders on the
record date who are entitled to notice of a shareholders' meeting or any
adjournment thereof. 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. The shareholders' list must be
available for inspection by any shareholder, beginning ten (10) days prior to
the meeting and continuing through the meeting, at the principal office of the
corporation or at a place identified in the meeting notice in the city where
the meeting will be held. Such list shall be produced and kept open at the time
and place of the meeting. During such ten-day period, and during the whole time
of the meeting, the shareholders' list shall be subject to the inspection of
any shareholder, or the shareholder's agent or attorney. In cases where the
record date is fewer than ten (10) days prior to the meeting because notice has
been waived by all shareholders, the Secretary shall keep such record available
for a period from the date the first waiver of notice was delivered to the date
of the meeting. Failure to comply with the requirements of this section shall
not affect the validity of any action taken at the meeting.

     1.8  RATIFICATION.  Subject to the requirements of RCW 23B.08.730,
23B.17.020, and 23B.19.040, any contract, transaction, or act of the
corporation or of any director or officer of the corporation that shall be
authorized, approved, or ratified by the affirmative vote of a majority of
shares represented at a meeting at which a quorum is present shall, insofar as
permitted by law, be as valid and as binding as though ratified by every
shareholder of the corporation.

     1.9  ACTION BY SHAREHOLDERS WITHOUT A MEETING.  Any action which may be
or which is required by law to be taken at any meeting of shareholders may be
taken, without a meeting or notice of a meeting, if one or more consents in
writing, setting forth the action so

                                     5
<PAGE>

taken, are signed by all of the shareholders entitled to vote or, in the place
of any one or more of such shareholders, by a person holding a valid proxy to
vote with respect to the subject matter thereof, and are delivered to the
corporation for inclusion in the minutes or filing with the corporate records.
If notice of the proposed action to be taken by unanimous consent of the
voting shareholders is required by law to be given to nonvoting shareholders,
the corporation must give its nonvoting shareholders written notice of the
proposed action at least ten (10) days before the action is taken. The notice
must contain or be accompanied by the same material that, by law, would have
been required to be sent to nonvoting shareholders in a notice of meeting at
which the proposed action would have been submitted to such shareholders for
action. Action taken by unanimous written consent is effective when all
consents are in possession of the corporation, unless the consent specifies a
later effective date. Such consent shall have the same force and effect as a
meeting vote of shareholders and may be described as such in any articles or
other document filed with the Secretary of State of the State of Washington.

     1.10 TELEPHONIC MEETINGS.  Shareholders may participate in a meeting by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time, and participation by such means shall constitute presence in person at a
meeting.

                                    ARTICLE II

                                BOARD OF DIRECTORS

     2.1  RESPONSIBILITY OF BOARD OF DIRECTORS.  The business and affairs and
property of the corporation shall be managed under the direction of a Board of
Directors. A director shall discharge the duties of a director, including
duties as a member of a committee, in good faith, with the care an ordinarily
prudent person in a like position would exercise under similar circumstances,
and in a manner the director reasonably believes to be in the best interests of
the corporation. In discharging the duties of a director, a director is
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by:
(a) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented; (b)
legal counsel, public accountants, or other persons as to matters the director
reasonably believes are within the person's professional or expert competence;
or (c) a committee of the Board of Directors of which the director is not a
member, if the director reasonably believes the committee merits confidence. A
director is not acting in good faith if the director has knowledge concerning
the matter in question that makes reliance otherwise permitted above
unwarranted. The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with the standards
of conduct imposed by law upon directors. A director is not liable for any
action taken as a director, or any failure to take any action, if the director
performed the duties of the director's office in compliance with this section.

     2.2  NUMBER OF DIRECTORS; QUALIFICATION.  The exact number of directors of
the corporation shall be five (5) until amended in accordance with these Bylaws.
No reduction of

                                     6
<PAGE>

the authorized number of directors shall have the effect of removing any
director before that director's term of office expires. No director need be a
shareholder of the corporation or a resident of Washington. Each director must
be at least eighteen (18) years of age.

     2.3  ELECTION OF DIRECTORS; NOMINATIONS.

          2.3.1     ELECTION AND TERM OF OFFICE.  At each annual meeting of
shareholders, the shareholders shall elect directors. Directors may also be
elected at a special meeting of shareholders called specifically for that
purpose. Each director so elected shall hold office until the next annual
meeting of shareholders or, in the case of staggered terms as permitted by RCW
23B.08.060, for the term for which he is elected, and in each case until his
successor shall have been elected and qualified.

          2.3.2     NOMINATIONS FOR DIRECTORS.

                    (a)     Nominations of candidates for election as
directors at an annual or special meeting of shareholders may only be made (i)
by, or at the direction of, the Board of Directors, or (ii) by any shareholder
of the corporation who is entitled to vote at the meeting and who complies
with the procedures set forth in the remainder of this Section 2.3.2.

                    (b)     If a shareholder proposes to nominate one or more
candidates for election as directors at an annual or special meeting, the
shareholder must have given timely notice thereof in writing to the Secretary
of the corporation. To be timely, a shareholder's notice must be delivered to,
or mailed and received at, the principal office of the corporation not less
than seventy (70) days prior to the date scheduled for the meeting (regardless
of any postponements, deferrals or adjournments of that meeting to a later
date), or, if notice or public disclosure of the date scheduled for the
meeting is not given or made at least eighty (80) days prior thereto, not more
than ten (10) days following the day on which notice of the date scheduled for
the meeting is mailed or the day on which disclosure of that date is made,
whichever is earlier.

                    (c)     A shareholder's notice to the Secretary under
Section 2.3.2(b) shall set forth, as to each person whom the shareholder
proposes to nominate for election as a director (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the number and class of shares of stock of
the corporation that are beneficially owned on the date of such notice by such
person, and (iv) if the corporation at such time has any security registered
pursuant to Section 12 of the Exchange Act, any other information relating to
such person required to be disclosed in solicitations of proxies with respect
to nominees for election as directors pursuant to Regulation 14A under the
Exchange Act, including but not limited to information required to be
disclosed by Schedule 14A of Regulation 14A, and any other information that
the shareholder would be required to file with the Securities and Exchange
Commission in connection with the shareholder's nomination of such person as a
candidate for director or the shareholder's opposition to any candidate for
director nominated by, or at the direction of, the Board of Directors. In
addition to the above information, a shareholder's notice to the Secretary
under Section 2.3.2(b) shall (A) set forth (i) the name and address, as they
appear on the corporation's books, of the shareholder and of any other
shareholders that the shareholder knows or anticipates will support any
candidate or candidates nominated by the shareholder,

                                     7
<PAGE>

and (ii) the number and class of shares of stock of the corporation that are
beneficially owned on the date of such notice by the shareholder and by any
such other shareholders, and (B) be accompanied by a written statement, signed
and acknowledged by each candidate nominated by the shareholder, that the
candidate agrees to be so nominated and to serve as a director of the
corporation if elected at the meeting.

                    (d)     The Board of Directors, or a designated committee
thereof, may reject any shareholder's nomination of one or more candidates for
election as directors if the nomination is not made pursuant to a
shareholder's notice timely given in accordance with the terms of Section
2.3.2(b). If the Board of Directors, or a designated committee thereof,
determines that the information provided in a shareholder's notice does not
satisfy the requirements of Section 2.3.2(c) in any material respect, the
Secretary of the corporation shall notify the shareholder of the deficiency in
the notice. The shareholder shall have an opportunity to cure the deficiency
by providing additional information to the Secretary within such period of
time, not to exceed five (5) days from the date such deficiency notice is
given to the shareholder, as the Board of Directors or such committee shall
reasonably determine. If the deficiency is not cured within such period, or if
the Board of Directors or such committee determines that the additional
information provided by the shareholder, together with information previously
provided, does not satisfy the requirements of Section 2.3.2(c) in any
material respect, then the Board of Directors or such committee may reject the
shareholder's notice.

                    (e)     Notwithstanding the procedures set forth in
Section 2.3.2(d), if a shareholder proposes to nominate one or more candidates
for election as directors at an annual or special meeting, and neither the
Board of Directors nor any committee thereof has made a prior determination of
whether the shareholder has complied with the procedures set forth in this
Section 2.3.2 in connection with such nomination, then the chairman of the
meeting shall determine and declare at the meeting whether the shareholder has
so complied. If the chairman determines that the shareholder has so complied,
then the chairman shall so state and ballots shall be provided for use at the
meeting with respect to such nomination. If the chairman determines that the
shareholder has not so complied, then, unless the chairman, in his sole and
absolute discretion, determines to waive such compliance, the chairman shall
state that the shareholder has not so complied and the defective nomination
shall be disregarded.

     2.4  VACANCIES.  Except as otherwise provided by the Articles of
Incorporation or by law, any vacancy occurring in the Board of Directors
(whether caused by resignation, death, or otherwise) may be filled by the
affirmative vote of a majority of the directors present at a meeting of the
Board at which a quorum is present, or, if the directors in office constitute
less than a quorum, by the affirmative vote of a majority of all of the
directors in office. Notice shall be given to all of the remaining directors
that such vacancy will be filled at the meeting. However, if the vacant
director's position was held by a director elected by one or more voting groups
composed of less than all of the voting shareholders, such vacancy may only be
filled by (i) the remaining directors, if any, elected by the same voting group
or groups; or (ii) the shareholders in the voting group or groups that elected
the director who formerly held the vacant office. A director elected to fill
any vacancy shall hold office until the next meeting of

                                     8
<PAGE>

shareholders at which directors are elected, and until his successor shall
have been elected and qualified.

     2.5  REMOVAL.  Any director or the entire Board of Directors may be removed
as provided in Section 6.2 of the Articles of Incorporation.

     2.6  RESIGNATION.  A director may resign at any time by delivering written
notice to the Board of Directors, its Chairman, the President, or the
Secretary. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date.

     2.7  ANNUAL MEETING.  The first meeting of each newly elected Board of
Directors shall be known as the annual meeting thereof and shall be held
without notice immediately after the annual shareholders' meeting or any
special shareholders' meeting at which a Board of Directors is elected. Such
meeting shall be held at the same place as such shareholders' meeting unless
some other place shall be specified by resolution of the shareholders.

     2.8  REGULAR MEETINGS.  Regular meetings of the Board of Directors may be
held at such place, day, and time as shall from time to time be fixed by
resolution of the Board without notice other than the delivery of such
resolution as provided in Section 2.10 below.

     2.9  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be
called by the President or the Chairman of the Board (if one be appointed) or
any two or more directors, to be held at such place, day, and time as specified
by the person or persons calling the meeting.

     2.10 NOTICE OF MEETING.  Notice of the place, day, and time of any meeting
of the Board of Directors for which notice is required shall be given, at least
two (2) days preceding the day on which the meeting is to be held, by the
Secretary or an Assistant Secretary, or by the person calling the meeting, in
any manner permitted by law, including orally. Any oral notice given by
personal communication over the telephone or otherwise may be communicated
either to the director or to a person at the office of the director who, the
person giving the notice has reason to believe, will promptly communicate it to
the director. Notice shall be deemed to have been given on the earliest of (a)
the day of actual receipt, (b) five (5) days after the day on which written
notice is deposited in the United States mail, as evidenced by the postmark,
with first-class 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.

     No notice of any regular meeting need be given if the place, day, and
time thereof have been fixed by resolution of the Board of Directors and a
copy of such resolution has been given to each director, either by personally
delivering the copy to the director at least two (2) days, or by depositing
the copy in the United States mail with first-class postage prepaid and
correctly addressed to the director at the director's address as it appears on
the records of the corporation at least five (5) days (as evidenced by the
postmark), prior to the day of the first meeting held in pursuance thereof.

     Notice of a meeting of the Board of Directors need not be given to any
director if it is waived by the director in writing, whether before or after
such meeting is held. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting unless required

                                     9
<PAGE>

by law, the Articles of Incorporation, or these Bylaws.

     A director's attendance at or participation in a meeting shall constitute a
waiver of notice of such meeting except when a director attends or participates
in a meeting for the express purpose of objecting on legal grounds prior to or
at the beginning of the meeting (or promptly upon the director's arrival) to
the holding of the meeting or the transaction of any business and does not
thereafter vote for or assent to action taken at the meeting. Any meeting of
the Board of Directors shall be a legal meeting without any notice thereof
having been given if all of the directors have received valid notice thereof,
are present without objecting, or waive notice thereof, or any combination
thereof.

     2.11 QUORUM OF DIRECTORS.  Except in particular situations where a lesser
number is expressly permitted by law, and unless a greater number is required
by the Articles of Incorporation, a majority of the number of directors
specified in or fixed in accordance with these Bylaws shall constitute a quorum
for the transaction of business, and the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If the number of directors in office at any time is
less than the number specified in or fixed in accordance with these Bylaws,
then a quorum shall consist of a majority of the number of directors in office;
provided that in no event shall a quorum consist of fewer than one-third of the
number specified in or fixed in accordance with these Bylaws.

     Directors at a meeting of the Board of Directors at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, provided such withdrawal does not reduce the number
of directors attending the meeting below the level of a quorum.

     A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting of the Board of Directors to another time and
place. If the meeting is adjourned for more than forty-eight (48) hours, then
notice of the time and place of the adjourned meeting shall be given before
the adjourned meeting takes place, in the manner specified in Section 2.10 of
these Bylaws, to the directors who were not present at the time of the
adjournment.

     2.12 DISSENT BY DIRECTORS.  Any director who is present at any meeting of
the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless the director objects at
the beginning of the meeting (or promptly upon the director's arrival) to the
holding of, or the transaction of business at, the meeting; or unless the
director's dissent or abstention shall be entered in the minutes of the
meeting; or unless the director delivers written notice of the director's
dissent or abstention to the presiding officer of the meeting before the
adjournment thereof or to the corporation within a reasonable time after the
adjournment of the meeting. Such right to dissent or abstention shall not be
available to any director who votes in favor of such action.

     2.13 ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required by law to
be taken or which may be taken at a meeting of the Board of Directors may be
taken without a meeting if one or more consents in writing, setting forth the
action so taken, shall be signed

                                     10
<PAGE>

either before or after the action so taken by all of the directors and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records. Such consent shall have the same effect as a meeting vote.
Action taken under this section is effective when the last director signs the
consent, unless the consent specifies a later effective date.

     2.14 TELEPHONIC MEETINGS.  Except as may be otherwise restricted by the
Articles of Incorporation, members of the Board of Directors may participate in
a meeting of the Board by any means of communication by which all directors
participating in the meeting may simultaneously hear each other during the
meeting. Participation by such means shall constitute presence in person at a
meeting.

     2.15 COMPENSATION.  By resolution of the Board of Directors, the directors
may be paid their expenses, if any, and may be paid a fixed sum or a stated
salary as a director, for attendance at each meeting of the Board. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

     2.16 COMMITTEES.  The Board of Directors, by resolution adopted by the
greater of (a) a majority of all of the directors in office, or (b) the number
of directors required by the Articles of Incorporation or these Bylaws to take
action may from time to time create, and appoint individuals to, one or more
committees, each of which must have at least two (2) members. If a committee is
formed for the purpose of exercising functions of the Board, the committee must
consist solely of directors. If the only function of a committee is to study
and make recommendations for action by the full Board, the committee need not
consist of directors. Members of a committee composed solely of directors, in
fulfilling their standard of conduct, may rely upon Section 2.1 above.
Committees of directors may exercise the authority of the Board of Directors to
the extent specified by such resolution or in the Articles of Incorporation or
these Bylaws. However, no committee shall:

          (a)  authorize or approve a distribution (as defined in RCW
23B.01.400) except according to a general formula or method prescribed by the
Board of Directors;

          (b)  approve or propose to shareholders action that by law is
required to be approved by shareholders;

          (c)  fill vacancies on the Board of Directors or on any of its
committees;

          (d)  amend the Articles of Incorporation;

          (e)  adopt, amend, or repeal Bylaws;

          (f)  approve a plan of merger not requiring shareholder approval; or

          (g)  authorize or approve the issuance or sale or contract for sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee of directors (or a senior executive officer of the
corporation) to do so within limits specifically prescribed by the Board of
Directors.

     Committees shall be governed by the same provisions as govern the
meetings, actions

                                     11
<PAGE>

without meetings, notice and waiver of notice, quorum and voting requirements,
and standards of conduct of the Board of Directors. The Executive Committee
(if one be established) shall meet periodically between meetings of the full
Board. All committees shall keep regular minutes of their meetings and shall
cause them to be recorded in books kept for that purpose at the office of the
corporation.

                                ARTICLE III

                                 OFFICERS

     3.1  APPOINTMENT.  The officers of the corporation shall be appointed
annually by the Board of Directors at its annual meeting held after the annual
meeting of the shareholders. If the appointment of officers is not held at such
meeting, such appointment shall be held as soon thereafter as a Board meeting
conveniently may be held. Except in the case of death, resignation, or removal,
each officer shall hold office until the next annual meeting of the Board of
Directors and until his successor is appointed and qualified.

     3.2  QUALIFICATION.  None of the officers of the corporation need be a
director, except as specified below. Any two or more of the corporate offices
may be held by the same person.

     3.3  OFFICERS ENUMERATED.  Except as otherwise provided by resolution of 
the Board of Directors, the officers of the corporation and their respective 
powers and duties shall be as follows:

          3.3.1     CHAIRMAN OF THE BOARD. The Chairman of the Board (if such
an officer is appointed) shall be a director and shall perform such duties as
shall be assigned to him by the Board of Directors and in any employment
agreement. The Chairman shall preside at all meetings of the shareholders and
at all meetings of the Board at which he is present.

          3.3.2     CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the chief executive officer of the corporation and, subject to the control
of the Board of Directors and the Executive Committee (if one is established),
shall supervise and control all of the assets, business, and affairs of the
corporation. The Chief Executive Officer may sign certificates for shares of
the corporation, deeds, mortgages, bonds, contracts, and other instruments,
except when the signing thereof has been expressly delegated by the Board of
Directors or by these Bylaws solely to some other officer or agent of the
corporation or is otherwise required by law to be signed by some other officer
or in some other manner. The Chief Executive Officer shall vote the shares
owned by the corporation in other corporations, domestic or foreign, unless
otherwise prescribed by law or resolution of the Board. In general, the Chief
Executive Officer shall perform all duties customarily performed by a chief
executive officer and such other duties as may be prescribed by the Board from
time to time. In the absence of the Chairman of the Board, the Chief Executive
Officer shall preside over all meetings of the shareholders and, if a
director, over all meetings of the Board of Directors. The Chief Executive
Officer shall have the authority to appoint one or more Assistant Secretaries
and Assistant Treasurers, as he deems necessary.

                                     12
<PAGE>

          3.3.3     PRESIDENT OR CO-PRESIDENTS. The President, subject to the
supervision and control of the Chief Executive Officer, the Board of Directors
and the Executive Committee (if one is established), shall supervise and
control all of the assets, business, and affairs of the corporation. The
President may sign certificates for shares of the corporation, deeds,
mortgages, bonds, contracts, and other instruments, except when the signing
thereof has been expressly delegated by the Board of Directors or by these
Bylaws solely to some other officer or agent of the corporation or is
otherwise required by law to be signed by some other officer or in some other
manner.  In the absence or disability of the Chief Executive Officer, the
President or a Co-President designated by the Board of Directors shall perform
all the duties of the Chief Executive Officer and when so acting shall have
all the powers of, and be subject to all the restrictions upon, the Chief
Executive Officer. The President shall have the authority to appoint one or
more Assistant Secretaries and Assistant Treasurers, as the President deems
necessary.  If Co-Presidents are appointed, all references to "President" in
these Bylaws shall be deemed to be references to Co-Presidents.

          3.3.4     VICE PRESIDENTS. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be respectively
prescribed for them by the Board, these Bylaws, the Chief Executive Officer,
the President, or the Chairman of the Board (if one is appointed).

          3.3.5     SECRETARY.  The Secretary shall:

                    (a)  have responsibility for preparing minutes of meetings
of the shareholders and the Board of Directors and for authenticating records
of the corporation;

                    (b)  see that all notices are duly given in accordance
with the provisions of Sections 1.3, 1.5, 2.8, and 2.10 of these Bylaws and as
required by law;

                    (c)  be custodian of the corporate records and seal of the
corporation, if one be adopted;

                    (d)  keep a register of the post office address of each
shareholder and director;

                    (e)  attest certificates for shares of the corporation;

                    (f)  have general charge of the stock transfer books of
the corporation;

                    (g)  when required by law or authorized by resolution of
the Board of Directors, sign with the Chief Executive Officer, President, or
other officer authorized by the Chief Executive Officer or President, or the
Board, deeds, mortgages, bonds, contracts, and other instruments; and

                    (h)  in general, perform all duties incident to the office
of Secretary and such other duties as from time to time may be assigned by the
Chief Executive Officer, the President or the Board of Directors.

     In the absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.

                                     13
<PAGE>

          3.3.6     TREASURER.  If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board shall determine. The
Treasurer shall:

                    (a)  have charge and custody of and be responsible for all
funds and securities of the corporation;

                    (b)  receive and give receipts for moneys due and payable
to the corporation from any source whatsoever and deposit all such moneys in
the name of the corporation in banks, trust companies, or other depositories
selected in accordance with the provisions of these Bylaws; and

                    (c)  in general, perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
by the Chief Executive Officer, the President or the Board of Directors. In
the absence of the Treasurer, an Assistant Treasurer may perform the duties of
the Treasurer.

     3.4  DELEGATION.  In case of the absence or inability to act of any officer
of the corporation and of each person herein authorized to act in his place,
the Board of Directors may from time to time delegate the powers and duties of
such officer to any other officer or other person whom it may select.

     3.5  RESIGNATION.  Any officer may resign at any time by delivering
notice to the corporation. Any such resignation shall take effect at the time
the notice is delivered unless the notice specifies a later effective date.
Unless otherwise specified therein, acceptance of such resignation by the
corporation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract to which the officer is a party.

     3.6  REMOVAL.  Any officer or agent may be removed by the Board with or
without cause. An officer empowered to appoint another officer or assistant
officer also has the power to remove any officer he would have the power to
appoint whenever in his judgment the best interests of the corporation would
be served thereby. The removal of an officer or agent shall be without
prejudice to the contract rights, if any, of the corporation or the person so
removed. Appointment of an officer or agent shall not of itself create
contract rights.

     3.7  VACANCIES.  A vacancy in any office because of death, resignation,
removal, disqualification, creation of a new office, or any other cause may be
filled by the Board of Directors for the unexpired portion of the term or for a
new term established by the Board.

     3.8  OTHER OFFICERS AND AGENTS. One or more Vice Presidents and such other
officers and assistant officers as may be deemed necessary or advisable may be
appointed by the Board of Directors or, to the extent provided in Section 3.3.2
and 3.3.3 above, by the Chief Executive Officer or President. Such other
officers and assistant officers shall hold office for such periods, have such
authorities, and perform such duties as are provided in these Bylaws or as may
be provided by resolution of the Board. Any officer may be assigned by the
Board any additional title that the Board deems appropriate. The Board may
delegate to any

                                     14
<PAGE>

officer or agent the power to appoint any such assistant officers or agents
and to prescribe their respective terms of office, authorities, and duties.

     3.9  COMPENSATION. Compensation, if any, for officers and other agents
and employees of the corporation shall be determined by the Board of
Directors, or by the Chief Executive Officer, or by the President to the
extent such authority may be delegated to him or them by the Board. No officer
shall be prevented from receiving compensation in such capacity by reason of
the fact that he is also a director of the corporation.

     3.10 GENERAL STANDARDS FOR OFFICERS.  Officers with discretionary
authority shall discharge their duties under that authority in accordance with
the same standards of conduct applicable to directors as specified in Section
2.1 above (except for subsection (c) thereof).

                                ARTICLE IV

                        CONTRACTS, CHECKS AND DRAFTS

     4.1  CONTRACTS.  The Board of Directors may authorize any officer or
officers or agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation. Such authority
may be general or confined to specific instances. Subject to the limitations
set forth in RCW 23B.08.700 through 23B.08.730, 23B.17.020, and 23B.19.040, to
the extent applicable, the corporation may enter into contracts and otherwise
transact business as vendor, purchaser, lender, borrower, or otherwise with
its directors and shareholders and with corporations, associations, firms, and
entities in which they are or may be or become interested as directors,
officers, shareholders, members, or otherwise. Any such contract or
transaction shall not be affected or invalidated or give rise to liability by
reason of the director's or shareholder's having an interest in the contract
or transaction.

     4.2  CHECKS, DRAFTS, ETC.  All checks, drafts, and other orders for the
payment of money, notes, and other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers or agent or
agents of the corporation and in such manner as may be determined from time to
time by resolution of the Board of Directors.

     4.3  DEPOSITS.  All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Treasurer, subject to the
direction of the Board of Directors, may select.

                                  ARTICLE V

                                    STOCK

     5.1  ISSUANCE OF SHARES.  No shares of the corporation shall be issued
unless authorized by the Board of Directors, which authorization shall include
the maximum number of shares to be issued, the consideration to be received for
each share, and, if the consideration is in a form other than cash, the
determination of the value of the consideration.

                                     15
<PAGE>

     5.2  CERTIFICATES OF STOCK.  All shares of the corporation shall be
represented by certificates in such form, not inconsistent with the Articles of
Incorporation, as the Board of Directors may from time to time prescribe.
Certificates of stock shall be issued in numerical order and shall be signed by
the President or a Vice President, attested to by the Secretary or an Assistant
Secretary, and sealed with the corporate seal, if any. If any certificate is
manually signed by a transfer agent or a transfer clerk and by a registrar, the
signatures of the President, Vice President, Secretary or Assistant Secretary
upon that certificate may be facsimiles that are engraved or printed. If any
person who has signed or whose facsimile signature has been placed on a
certificate no longer is an officer when the certificate is issued, the
certificate may nevertheless be issued with the same effect as if the person
were still an officer at the time of its issue. Every certificate of stock
shall state:

          (a)  The state of incorporation;

          (b)  The name of the registered holder of the shares represented
thereby;

          (c)  The number and class of shares, and the designation of the
series, if any, which such certificate represents;

          (d)  If the corporation is authorized to issue different classes of
shares or different series within a class, either a summary of (on the face or
back of the certificate), or a statement that the corporation will furnish to
any shareholder upon written request and without charge a summary of, the
designations, relative rights, preferences, and limitations applicable to each
class and 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; and

          (e)  If the shares are subject to transfer or other restrictions
under applicable securities laws or contracts with the corporation, either a
complete description of or a reference to the existence and general nature of
such restrictions on the face or back of the certificate.

     5.3  STOCK RECORDS.  The corporation or its agent shall maintain at the
registered office or principal office of the corporation, or at the office of
the transfer agent or registrar of the corporation, if one be designated by the
Board of Directors, a record of its shareholders, in a form that permits
preparation of a list of the names and addresses of all shareholders in
alphabetical order by class of shares showing the number and class of shares
held by each. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.

     5.4  RESTRICTIONS ON TRANSFER.  The Board of Directors shall have the
authority to issue shares of the capital stock of this corporation and the
certificates therefor subject to such transfer restrictions and other
limitations as it may deem necessary to promote compliance with applicable
federal and state securities laws, and to regulate the transfer thereof in such
manner as may be calculated to promote such compliance or to further any other
reasonable purpose. Except to the extent that the corporation has obtained an
opinion of counsel acceptable to the corporation that transfer restrictions are
not required under applicable securities laws, all certificates representing
shares of the corporation shall bear the following

                                     16
<PAGE>

legend (or a legend of substantially the same import) on the face of the
certificate or on the reverse of the certificate if a reference to the legend
is contained on the face:

          NOTICE:  RESTRICTIONS ON TRANSFER

          The securities represented by this certificate have not been
          registered under the Securities Act of 1933, or any state securities
          laws, and may not be offered, sold, transferred, encumbered, or
          otherwise disposed of except upon satisfaction of certain
          conditions. Information concerning these restrictions may be
          obtained from the corporation or its legal counsel. Any offer or
          disposition of these securities without satisfaction of said
          conditions will be wrongful and will not entitle the transferee to
          register ownership of the securities with the corporation.

     5.5  TRANSFERS.  Shares of stock may be transferred by delivery of the
certificates therefor, accompanied by:

               (a)  an assignment in writing on the back of the certificate,
or an assignment separate from certificate, or a written power of attorney to
sell, assign, and transfer the same, signed by the record holder of the
certificate; and

               (b)  such additional documents, instruments, and other items of
evidence as may be reasonably necessary to satisfy the requirements of any
transfer restrictions applicable to such shares, whether arising under
applicable securities or other laws, or by contract, or otherwise.

     Except as otherwise specifically provided in these Bylaws, no shares of
stock shall be transferred on the books of the corporation until the
outstanding certificate therefor has been surrendered to the corporation. All
certificates surrendered to the corporation for transfer shall be canceled,
and no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that, in
case of a lost, destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms (including indemnity to the corporation) as the Board
of Directors may prescribe.

                                  ARTICLE VI

                         RECORDS OF CORPORATE MEETINGS

     The corporation shall keep, as permanent records, minutes of all meetings
of its shareholders and Board of Directors, a record of all actions taken by
the shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors exercising the
authority of the Board of Directors on behalf of the corporation. The
corporation shall keep at its principal office a copy of the minutes of all
shareholders' meetings that have occurred, and records of all action taken by
shareholders without a meeting, within the past three (3) years. Any person
dealing with the corporation may rely upon a copy of any of the records of the
proceedings, resolutions, or votes of the Board or shareholders when certified
by the President or Secretary.

                                     17
<PAGE>

                                 ARTICLE VII

                              FINANCIAL MATTERS

     The corporation shall maintain appropriate accounting records at its
principal office and shall prepare the annual financial statements required by
RCW 23B.16.200. Except to the extent otherwise expressly determined by the
Board of Directors or otherwise required by law, the accounting records of the
corporation shall be kept and prepared in accordance with generally accepted
accounting principles applied on a consistent basis from period to period. The
fiscal year of the corporation shall be the calendar year unless otherwise
expressly determined by the Board of Directors.

                                ARTICLE VIII

                               DISTRIBUTIONS

     The Board of Directors may from time to time authorize, and the
corporation may make, distributions (as defined in RCW 23B.01.400) to its
shareholders to the extent permitted by RCW 23B.06.400, subject to any
limitation in the Articles of Incorporation. A director who votes for or
assents to a distribution made in violation of RCW 23B.06.400 is personally
liable to the corporation for the amount of the distribution that exceeds that
which could have been distributed without violating RCW 23B.06.400 if it is
established that the director did not perform the director's duties in
compliance with Section 2.1 above.

                                 ARTICLE IX

                               CORPORATE SEAL

     The Board of Directors may, but shall not be required to, adopt a corporate
seal for the corporation in such form and with such inscription as the Board
may determine. If such a corporate seal shall at any time be so adopted, the
application of or the failure to apply such seal to any document or instrument
shall have no effect upon the validity or invalidity of such document or
instrument under otherwise applicable principles of law.

                                  ARTICLE X

                               INDEMNIFICATION

     As provided by Section 6.5 of the Articles of Incorporation:

     10.1 DEFINITIONS.  The capitalized terms in this Article X shall have the
meanings set forth in RCW 23B.08.500.

     10.2 MANDATORY INDEMNIFICATION.  The Corporation shall indemnify and hold
harmless each individual who is or was serving as a Director or officer of the
Corporation or who, while serving as a Director or officer of the Corporation,
is or was serving at the request

                                     18
<PAGE>

of the Corporation as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise, against any and all
Liability incurred with respect to any Proceeding to which the individual is
or is threatened to be made a Party because of such service, and shall make
advances of reasonable Expenses with respect to such Proceeding, to the
fullest extent permitted by law, without regard to the limitations in RCW
23B.08.510 through 23B.08.550; provided that no such indemnity shall indemnify
any Director or officer from or on account of (a) acts or omissions of the
Director or officer finally adjudged to be intentional misconduct or a knowing
violation of law; (b) conduct of the Director or officer 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 or officer personally
received a benefit in money, property, or services to which the Director or
officer was not legally entitled.

     10.3 INSURANCE.  The Corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee, or agent
of the Corporation or, who, while a director, officer, employee, or agent of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise against Liability asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
director, officer, employee, or agent, whether or not the Corporation would
have power to indemnify the individual against such Liability under RCW
23B.08.510 or 23B.08.520.

     10.4 CHANGES IN LAW.  If, after the effective date of this Article X, the
Act is amended to authorize further indemnification of Directors or officers,
then Directors and officers of the Corporation shall be indemnified to the
fullest extent permitted by the Act as so amended.

     10.5 EXCLUSIVITY; NATURE OF RIGHTS; AMENDMENT.  To the extent permitted by
law, the rights to indemnification and advance of reasonable Expenses conferred
in this Article X shall not be exclusive of any other right which any
individual may have or hereafter acquire under any statute, provision of the
Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise. The right to indemnification conferred in this Article X shall be a
contract right upon which each Director or officer shall be presumed to have
relied in determining to serve or to continue to serve as such. Any amendment
to or repeal of this Article X shall not adversely affect any right or
protection of a Director or officer of the Corporation for or with respect to
any acts or omissions of such Director or officer occurring prior to such
amendment or repeal.

                                  ARTICLE XI

                                  MISCELLANY

     11.1 COMMUNICATIONS BY FACSIMILE.  Whenever these Bylaws require notice,
consent, or other communication to be delivered for any purpose, transmission
by phone, wire, or wireless equipment which transmits a facsimile of such
communication shall constitute

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<PAGE>

sufficient delivery for such purpose. Such communication shall be deemed to
have been received by or in the possession of the addressee upon completion of
the transmission.

     11.2 INSPECTOR OF ELECTIONS.  Before any annual or special meeting of
shareholders, the Board of Directors may appoint an inspector of elections to
act at the meeting and any adjournment thereof. If no inspector of elections is
so appointed by the Board, then the chairman of the meeting may appoint an
inspector of elections to act at the meeting. If any person appointed as
inspector fails to appear or fails or refuses to act, then the chairman of the
meeting may, and upon the request of any shareholder or a shareholder's proxy
shall, appoint a person to fill that vacancy.

     Such inspector of elections shall:

          (a)  determine the number of shares outstanding and the voting power
of each, the number of shares represented at the meeting, the existence of a
quorum, and, with the advice of legal counsel to the corporation, the
authenticity, validity, and effect of proxies pursuant to RCW 23B.07.220 and
23B.07.240 and any procedure adopted by the Board of Directors pursuant to RCW
23B.07.230;

          (b)  receive votes, ballots, or consents;

          (c)  hear and determine all challenges and questions in any way
arising in connection with the right to vote;

          (d)  count and tabulate all votes or consents;

          (e)  determine the result; and

          (f)  do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.

     11.3 RULES OF ORDER.  The rules contained in the most recent edition of
Robert's Rules of Order, Revised, shall govern all meetings of shareholders and
directors where those rules are not inconsistent with the Articles of
Incorporation or Bylaws, subject to the following:

          (a)  The chairman of the meeting shall have absolute authority over
matters of procedure, and there shall be no appeal from the ruling of the
chairman. If the chairman in his absolute discretion deems it advisable to
dispense with the rules of parliamentary procedure for any meeting or any part
thereof, the chairman shall so state and shall clearly state the rules under
which the meeting or appropriate part thereof shall be conducted.

          (b)  If disorder should arise which prevents continuation of the
legitimate business of the meeting, the chairman may quit the chair and
announce the adjournment of the meeting; upon so doing, the meeting shall be
deemed immediately adjourned, subject to being reconvened in accordance with
Section 1.5 or 2.11 of these Bylaws, as the case may be.

          (c)  The chairman may ask or require that anyone not a bona fide
shareholder or proxy leave the meeting of shareholders.

          (d)  A resolution or motion at a meeting of shareholders shall be
considered for vote only if proposed by a shareholder or duly authorized proxy
and seconded by an

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individual who is a shareholder or duly authorized proxy other than the
individual who proposed the resolution or motion.

     11.4 CONSTRUCTION.  Within these Bylaws, words of any gender shall be
construed to include any other gender, and words in the singular or plural
number shall be construed to include the plural or singular, respectively,
unless the context otherwise requires.

     11.5 SEVERABILITY.  If any provision of these Bylaws or any application
thereof shall be invalid, unenforceable, or contrary to applicable law, the
remainder of these Bylaws, and the application of such provisions to
individuals or circumstances other than those as to which it is held invalid,
unenforceable, or contrary to applicable law, shall not be affected thereby.

                               ARTICLE XII

                           AMENDMENT OF BYLAWS

     Subject to the requirements of RCW 23B.10.210 relating to supermajority
quorum provisions for the Board of Directors, the Bylaws of the corporation
may be amended or repealed, or new Bylaws may be adopted, by:  (a) the
shareholders, even though the Bylaws may also be amended or repealed, or new
Bylaws may also be adopted, by the Board of Directors; or (b) subject to the
power of the shareholders of the corporation to change or repeal the Bylaws,
the Board of Directors, unless such power is reserved, by the Articles of
Incorporation or by law, exclusively to the shareholders in whole or in part,
or unless the shareholders, in amending or repealing a particular bylaw,
provide expressly that the Board of Directors may not amend or repeal that
bylaw.

                              ARTICLE XIII

                             AUTHENTICATION

     The foregoing Amended and Restated Bylaws were read, approved and duly
adopted by the Board of Directors of Multiple Zones International, Inc. on
March29, 1999, and the President and Secretary of the corporation were
empowered to authenticate such Bylaws by their signatures below.


                                        /s/ Firoz H. Lalji
                                        -------------------------------
                                        Firoz H. Lalji, President

ATTEST:


/s/ Peter J. Biere
------------------------------
Peter J. Biere, Secretary

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