AMENDED AND RESTATED BYLAWS
                                      OF
                         YOCREAM INTERNATIONAL, INC.

                                  ARTICLE I
                                   OFFICES

             Section 1.1    Principal Office.  The corporations principal
office in the State of Oregon shall be located at 5858 N.E. 87th, Portland,
Oregon 97220-1312.  The corporation may have such other offices, either within
or without the State of Oregon, as the board of directors may designate or as
the business of the corporation may from time to time require.

             Section 1.2    Registered Office.   The registered office of the
corporation required by the Oregon Business Corporation Act to be maintained in
the State of Oregon may be, but need not be, identical with the corporations
principal office in the State of Oregon, and the address of the registered
office may be changed from time to time by the board of directors.

                                  ARTICLE II
                                 SHAREHOLDERS

            Section 2.1    Annual Meetings.  The annual meeting of the
shareholders shall be held on the third Wednesday of April each year at the
hour of 10:00 a.m. for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.  Failure to
hold an annual meeting at the designated time shall not work a forfeiture or
dissolution of the corporation, nor shall it affect the validity of any
corporate action.

            Section 2.2    Failure to Hold Annual Meeting.  If the annual
meeting is not held at the designated time, the chairman or the board of
directors may call the annual meeting at a time fixed by them not more than
sixty (60) days after such designated time by proper notice designating the
meeting as the annual meeting.  If the annual meeting is not held at the
designated time or during the sixty-day period thereafter, the annual meeting
may be called by the holders of not less than one-tenth of all the shares
entitled to vote at the meeting.  In such event, notice shall be given not more
than fifteen (15) days after the expiration of such sixty-day period. Such
notice shall fix the time of the meeting at the earliest date permissible under
the applicable notice requirements.

            Section 2.3    Special Meetings.  Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the chairman or by the board of directors, and shall
be called by the chairman at the request of the holders of not less than one-
tenth of all the outstanding shares of the corporation entitled to vote at the
meeting.

            Section 2.4    Place of Meeting.  The board of directors may
designate any place, either within or without the State of Oregon, as the place
of meeting for any annual meeting or for any special meeting called by the
board of directors.  A waiver of notice signed by all shareholders entitled to
vote at the meeting may designate any place, either within or without the State
of Oregon, as the place for the holding of such meeting.  If no designation is
made, or if a special meeting is otherwise called, the place of meeting shall
be at the principal office of the corporation in the State of Oregon.

            Section 2.5    Notice of Meeting.  Written notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman,
or the secretary, or the persons calling the meeting, to each shareholder of
record entitled to vote at such meeting.  If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the shareholders address as it appears on the stock transfer books of the
corporation, with first class postage paid.

            Section 2.6    Closing of Transfer Books Or Fixing of Record Date.
For the purposes of determining shareholders entitled to notice of, or to vote
at, any meeting of shareholders or any adjournment of such meeting, or
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors of the corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed, in any case, seventy (70) days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of, or to vote at, a meeting of shareholders,
such books shall be closed for at least ten (10) days immediately preceding
such meeting.  In lieu of closing the stock transfer books, 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 and, in case of a meeting of shareholders, not fewer than ten
(10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of, or to vote at, a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the close of business
on the day before the first notice is delivered to the shareholders, or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders.  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 of such meeting, unless the board
of directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.

            Section 2.7    Shareholders List for Meeting.  The officer or
agent having charge of the stock transfer books for shares of the corporation
shall prepare, at least ten (10) days before each meeting of shareholders, an
alphabetical list of the names of all shareholders that are entitled to notice
of the meeting, which list shall be arranged by voting group and shall show the
address of and the number of shares held by each shareholder.  This
shareholders list shall be kept on file at the corporations principal office,
beginning two (2) business days after notice of the meeting is given for which
the list was prepared and continuing through the date of the meeting.  Any
shareholder, or any shareholders agent or attorney, shall be entitled on
written demand to inspect this shareholders list during regular business hours
during the period it is on file at the corporations principal office.  This
shareholders list shall also be produced and kept open at the time and place
of the meeting, and shall be subject to the inspection of any shareholder
during the whole time of the meeting.  The original stock transfer book shall
be prima facie evidence as to who are the shareholders entitled to examine such
record or transfer books, or to vote at any meeting of shareholders.

            Section 2.8    Quorum.  A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders.  If less than a majority
of the outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice until a quorum is present or represented.  At such adjourned meeting
during which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.  The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

            Section 2.9    Proxies.  At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by the shareholders duly authorized attorney in fact.  Such
proxy shall be filed with the secretary of the corporation before
or at the time of the meeting.  No proxy shall be valid after eleven months
from the date of its execution, unless otherwise provided in the proxy.

            Section 2.10   Voting of Shares.  Each outstanding share entitled
to vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.  The vote of the holders of a majority of the shares
present and entitled to vote at any duly organized meeting shall decide any
question, unless the vote of a greater number shall be required by law or the
articles of incorporation.  No cumulative voting for directors shall be
permitted.

            Section 2.11   Voting of Shares by Certain Holders.  Shares
standing in the name of another corporation may be voted by such officer, agent
or proxy as the bylaws of such corporation may prescribe, or, in the absence of
such provision, as the board of directors of such corporation may determine.

            Shares held by a personal representative, guardian or conservator
may be voted by such person, either in person or by proxy, without a transfer
of such shares into such persons name. Shares standing in the name of a trustee
or custodian may be voted by such person, either in person or by proxy, but no
trustee or custodian shall be entitled to vote shares held by such person
without a transfer of such shares into such persons name.

            Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without their transfer into the receivers name if authority to so
vote is contained in an appropriate order of the court by which such receiver
was appointed.

            A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

            Shares of its own stock belonging to the corporation or held by it
in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.

            Section 2.12   Informal Action by Shareholders.  Any action
required to be taken at a meeting of the shareholders, or any other action
which may be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all shareholders entitled to vote with respect to the subject matter
of the action.

                                 ARTICLE III
                              BOARD OF DIRECTORS

            Section 3.1    General Powers.  The business and affairs of the
corporation shall be managed by its board of directors.

            Section 3.2    Number, Tenure and Qualifications.  The number of
directors of the corporation shall be not less than six nor more than nine.
Each director shall hold office until the directors successor shall have been
duly elected and qualified.  Directors need not be residents of the State of
Oregon or shareholders of the corporation.

            Section 3.3    Classified Board.  The board of directors shall be
divided into three classes, as nearly equal in number as the then total number
of directors constituting the whole board of directors permits.  One class will
stand for election at each annual meeting of the shareholders, with each class
standing for election every third year.  The initial directors in the
first group (class 1 directors) shall hold office for a term expiring at the
first annual meeting of the shareholders of the corporation, initial directors
in the second group (class 2 directors) shall hold office for a term expiring
at the next following annual meeting of shareholders, and initial directors in
the third group (class 3 directors) shall hold office for a term expiring at
the second following annual meeting of the shareholders.

            Each director shall be elected to hold office for a term of three
years, and until his or her successor has been elected and qualified, subject
to prior death, resignation or removal, such term to expire on the date of the
third annual meeting of shareholders following the election of the class of
directors to which such director belongs.  A decrease in the number of
directors will not have the effect of shortening the term of any incumbent
director.  No fewer than two or no more than five directors shall have terms
expiring in the same year, and in any event, the number of directors whose
terms expire in any one year shall be less than one half of the total number of
directors.  At each annual meeting, the shareholders will elect directors by a
plurality of the votes cast by the shares entitled to vote in the election.

            As used in these bylaws, the term total number of directors, means
the total number of directors that the corporation would have if there were no
vacancies on the board of directors.

            In the event the total number of directors is less than six, the
provisions this section 3.3 shall be inapplicable unless the Oregon Business
Corporation Act allows for a classified board with less than six members.

            Section 3.4    Regular Meetings.  A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders.  The board of
directors may provide by resolution the time and place, either within or
without the State of Oregon, for the holding of additional regular meetings
without other notice than such resolution.

            Section 3.5    Special Meetings.  Special meetings of the board of
directors may be called by or at the request of the chairman or any director.
The person or persons authorized to call special meetings of the board of
directors may fix any place, either within or without the State of Oregon, as
the place of holding any special meeting of the board of directors called by
him, her or them.

            Section 3.6    Telephone Conference Meeting.  Any regular or
special meeting of the board of directors may be by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.  Participation in such a
meeting shall constitute presence in person at the meeting.

            Section 3.7    Notice of Meeting.  Notice of any special meeting
shall be given at least two (2) days prior to such meeting by written notice
delivered personally or mailed to each director at the director=s business
address, or by telegram.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with first
class postage paid.  If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegram company.
Any director may waive notice of any meeting.  The attendance of a director at
a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.  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.

            Section 3.8    Quorum.  A majority of the members of the board of
directors shall constitute a quorum for the transaction of business at any
meeting of the board of directors.  If less than a majority is present at a
meeting, the director or directors present may adjourn the meeting from time to
time without further notice.

            Section  3.9    Manner of Acting.  The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.

            Section  3.10   Removal of Directors.  Notwithstanding any other
provision of the Articles of Incorporation or the bylaws of the corporation,
any director of the corporation may be removed at any time only for cause, and
except as otherwise required by law, only by the affirmative vote of the
holders of a majority of the outstanding shares of capital stock of the
corporation entitled to elect such director, at a meeting of the shareholders
called for that purpose.  For purposes of this Section 3.10, the term cause
shall mean:

                     3.10.1 Indictment for a criminal offense constituting a
                            felony under applicable federal or state law;

                     3.10.2 By order of any federal or state regulatory agency
                            having jurisdiction over the corporation;

                     3.10.3 A finding by a court of competent jurisdiction that
                            the director has engaged in fraudulent or dishonest
                            conduct or gross abuse of authority with respect to
                            the corporation;

                     3.10.4 Adjudication by a court of competent jurisdiction
                            that the director is liable for negligence or
                            misconduct in the performance of the directors
                            duties to the corporation in a manner of
                            substantial importance to the corporation and
                            such adjudication is final and not subject to
                            appeal.

            Section  3.11   Vacancy on Board.  If a vacancy occurs on the board
of directors, including a vacancy resulting from an increase in the number of
directors:

                     3.11.1 The shareholders may fill the vacancy;

                     3.11.2 The board of directors may fill the vacancy; or

                     3.11.3 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.

            Section  3.12   Compensation.  By resolution of the board of
directors, each director may be paid the directors expenses, if any, of
attendance at each meeting of the board of directors, and may be paid a stated
salary as director or a fixed sum for attendance at each meeting of the board
of directors or both.  No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation for
such service.

            Section  3.13   Presumption of Assent.  A director of the
corporation who is present at a meeting of the board of directors at which
action on any corporate matter is taken shall be deemed to have assented to the
action taken, unless:

                     3.13.1 The director objects at the beginning of the
                            meeting, or promptly upon the directors arrival,
                            to holding the meting or transacting business at
                            the meeting;

                     3.13.2 The directors dissent or abstention from the
                            action taken is entered in the minutes of the
                            meeting; or

                     3.13.3 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  3.14  Action Without a Meeting.  Any action that may be
taken at a meeting of the directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all
directors.

            Section  3.15  Limitation of Liability.  To the extent permitted by
the Oregon Business Corporation Act, no director shall be personally liable to
the corporation or its shareholders for monetary damages for conduct as a
director.


                                  ARTICLE IV
                                   OFFICERS



            Section 4.1    Number.  The officers of the corporation shall be a
chief executive officer, president, one or more vice presidents (the number to
be determined by the board of directors), a secretary and a chief financial
officer, each of whom shall be elected by the board of directors.  Such other
officers and assistant officers and agents as may be deemed necessary may
be elected or appointed by the board of directors.  Any two or more offices may
be held by the same person.

            Section 4.2    Election and Term of Office.  The officers of the
corporation to be elected by the board of directors shall be elected annually
by the board of directors at the first meeting of the board of directors held
after each annual meeting of the shareholders.  If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient.  Each officer shall hold office until his or
her successor shall have been duly elected and shall have qualified or until
the officers death or until he or she shall  resign or shall have been removed
in the manner provided in Section 4.3 of this Article IV.  The election or
appointment of an officer or agent shall not of itself create contract rights.

            Section 4.3    Removal.  The board of directors may remove any
officer at any time with or without cause, provided, however, the removal of an
officer shall not offset the contract rights, if any, of the corporation or the
officer.

            Section 4.4    Vacancies.  A vacancy in any office because of
death, resignation, removal, disqualification or otherwise may be filled by the
board of directors for the unexpired portion of the term.

            Section 4.5    Chairman of the Board and Chief Executive Officer.
The chairman of the board and chief executive officer (referred to in these
bylaws as the chairman) shall be a member of the board of directors.  The
chairman shall preside at all meetings of the shareholders and of the board of
directors.  The chairman shall vote all shares of stock in other corporations
owned by the corporation, and shall be empowered to execute proxies, waivers of
notice, consents and other instruments in the name of the corporation with
respect to such stock.  The chairman, as the chief executive officer of the
corporation, shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and affairs of
the corporation.  The chairman shall execute on behalf of the corporation all
contracts, agreements and other instruments relating to the operation of the
corporation which the board of directors has authorized to be executed.  The
chairman shall also execute stock certificates.  The chairman shall perform
such other duties as may be required by the board of directors.

            Section 4.6    President.  It shall be the duty of the president in
the absence of the chairman to preside at all meetings of the board of
directors and of the shareholders.  The president may execute on behalf of the
corporation all contracts, agreements and other instruments relating to the
operation of the corporation as authorized by the board of directors.
The president shall perform such other duties as may be required by the board
of directors.

            Section 4.7    Vice President.  In the absence of the president or
in the event of the presidents death, inability or refusal to act, the vice
president (or in the event there is more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in order of their election) shall perform the
duties of the president, and when so acting, shall have all powers of and be
subject to all the restrictions upon the president.  Any vice president may
sign, with the secretary or an assistant secretary; certificates for shares of
the corporation, and shall perform such other duties as from time to time may
be assigned to him or her by the president or by the board of directors.

            Section 4.8    Secretary.  The secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the board of directors in
one or more books provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as required by law;
(c) be custodian of the corporate records; (d) keep a register of the
mailing address of each shareholder which shall be furnished to the secretary
by such shareholder; (e) sign with the president or a vice president
certificates for shares of the corporation, the issuance of which shall be
authorized by resolution of the board of directors; (f) have general charge of
the stock transfer books of the corporation; and (g) in general perform all
duties incident to the office of secretary and such other duties as from time
to time may be assigned to him or her by the president or by the board of
directors.

            Section 4.9    Chief Financial Officer.  The chief financial
officer 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 such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article
VI of these bylaws; and (c) in general perform all of the duties incident to
the office of chief financial officer and such other duties as from time to
time may be assigned to him or her by the president or by the board of
directors.  If required by the board of directors, the chief financial officer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the board of directors shall determine.

            Section 4.10   Salaries.  The salaries of the chairman and the
president shall be fixed from time to time by the board of directors.  The
salaries of any other officers shall be set by the chairman.  No officer shall
be prevented from receiving such salary by reason of the fact that the officer
is also a director of the corporation.


                                  ARTICLE V
                  CERTIFICATES FOR SHARES AND THEIR TRANSFER



            Section 5.1    Certificates of Shares.  Certificates representing
shares of the corporation shall be in such form as shall be determined by the
board of directors.  Such certificates shall be signed by the president and by
the secretary and shall be consecutively numbered or otherwise identified.
The name and address of each person to whom shares are issued, with the number
of shares and date of issue, shall be entered on the stock transfer books
of the corporation.  All certificates surrendered to the corporation for
transfer shall be entered on the stock transfer books of the corporation.  All
certificates surrendered to the corporation for transfer shall be cancelled.
No new certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and cancelled, except that in
case of a lost, it upon such terms and indemnity to the corporation as the
board of directors may prescribe.

            Section 5.2    Transfer of Shares.  Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation
by the holder of record of such shares or by his or her legal representative,
who shall furnish proper evidence of authority to transfer, or his or her
attorney so authorized by power of attorney duly executed and filed with the
secretary of the corporation, and on surrender for cancellation of any
certificate for such shares.  The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be the owner of
such shares for all purposes.

            Section 5.3    Restrictions on Transfer.  No securities of the
corporation and no certificate representing such securities shall be
transferred:

                     5.3.1  In violation of any law;

                     5.3.2  In violation of any restriction on such transfer
                            set forth in the Articles of Incorporation or
                            amendments thereto; or

                     5.3.3  In violation of any restriction contained in any
                            stock purchase or buy-sell agreement, right of
                            first refusal or other agreement, which agreement
                            has been filed with the corporation and, if any
                            certificates have been issued, reference to which
                            restriction is made on the certificates
                            representing such securities.  The corporation
                            shall not be bound by any restriction not so filed
                            and noted.  The corporation and any party to any
                            such agreement shall have the right to have a
                            restrictive legend imprinted on any such
                            certificates, whether or not issued, and on any
                            certificate issued in replacement or exchange.


                                  ARTICLE VI
                    CONTRACTS, LOANS, CHECKS AND DEPOSITS



            Section 6.1    Contracts.   The board of directors may authorize
any officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.

            Section 6.2    Loans.  No loans shall be contracted on behalf of
the corporation and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors.  Such authority
may be general or confined to specific instances.

            Section 6.3    Checks, Drafts, etc.  All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the board of directors.

            Section 6.4    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 board
of directors may select.


                                 ARTICLE VII
                                  DIVIDENDS



            The board of directors may in the exercise of sound discretion,
from time to time, declare and the corporation may pay dividends on its
outstanding shares in the manner and upon the terms and conditions provided by
the Oregon Business Corporation Act.


                                 ARTICLE VIII
                                     SEAL



            The board of directors may provide a corporate seal which shall be
circular in form and have inscribed on it the name of the corporation and the
state of incorporation and the words Corporate Seal.


                                  ARTICLE IX
                               WAIVER OF NOTICE



            Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of these bylaws, under the
provisions of the Articles of Incorporation or under the provisions of the
Oregon Business Corporation Act, a waiver of the notice in writing, signed by
the person or persons entitled to the notice, whether before or after the time
stated in the notice, shall be deemed equivalent to the giving of the notice.


                                  ARTICLE X
                               INDEMNIFICATION



            Section 10.1   Any such person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he/she is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, shall be indemnified by the
corporation against expenses (including attorneys fees), judgment,
fines, and amounts paid in settlement, actually and reasonably incurred by
him/her in connection with such action, suit or proceeding if he/she acted in
good faith and in a manner he/she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action, suit or proceeding if he/she had no reasonable cause to believe
his/her conduct was unlawful.  The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he/she
reasonably believed to be in or not opposed to the best interests of the
corporation, nor, with respect to any criminal action or proceeding, that
he/she had reasonable cause to believe that his/her conduct was unlawful.

            Section 10.2   Any such person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he/she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, shall be indemnified by
the corporation against expenses (including attorneys fees), actually and
reasonably incurred by him/her in connection with the defense or settlement of
such action or suit if he/she acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to the best interests of the
corporation, except that, no indemnification shall be made in respect to any
claim, issue, or matters as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his/her duties to the
corporation; UNLESS AND ONLY to the extent that the court in which such action
or suit was brought, or any other court with competent jurisdiction of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which such
court shall deem proper.

            Section 10.3   When any director, officer, employee, or agent of
the corporation shall have been successful in defending on the merits or
otherwise any action, suit or proceeding referred to in Sections 10.1 or 10.2,
or in defense of any claim, issue or matter herein, he/she shall indemnified
against expenses (including attorneys fees) actually and reasonably incurred by
him/her upon providing appropriate evidence and substantiation thereof to the
board of directors.

            Section 10.4   Any other indemnification under Sections 10.1 and
10.2 (unless specifically ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the director, officer,
employee, or agent has met the applicable standards of conduct set forth in
Sections 10.1 and 10.2.  Such determination shall be made:

                     10.4.1 By court order; or

                     10.4.2 By a majority vote of a quorum of the board of
                            directors consisting of directors who were not
                            parties to such action, suit or proceeding; or

                     10.4.3 If such a quorum is not obtainable, or, even if
                            obtainable and a quorum of disinterested directors
                            do direct, then by a majority of all directors
                            based on a written opinion of independent counsel;
                            or

                     10.4.4 By a vote of the majority of shareholders.

            Section 10.5   Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit, or proceeding if authorized by the
board of directors and upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he/she is entitled to be indemnified by the
corporation.

            Section 10.6   The indemnification provided by this Article shall
not be deemed to be exclusive of any other right to which a person seeking
indemnification may be entitled under the bylaws, agreement, vote of the
shareholders or disinterested directors or otherwise (including without
limitation any right to indemnification that a person may be entitled to under
the Oregon Business Corporation Act), both as to action in his/her official
capacity and as to action in another capacity while holding such office and
shall continue as to a person who has ceased to be a director, officer,
employee, or agent, and shall inure to the benefit of the heirs,
executors, administrators, and assigns of such a person.


                                  ARTICLE XI
                              INTERESTED PARTIES



            A director of the corporation shall not be disqualified by the
directors office from contracting with the corporation as vendor, purchaser or
otherwise; nor shall any contract or arrangement entered into by or on behalf
of the corporation in which any director is in any way interested be avoided on
that amount, provided that such contract or arrangement shall have been
approved or ratified by a majority of the board of directors without counting
in such majority the director so interested, although such director may be
counted toward a quorum, or shall have been approved or ratified by the
affirmative action of a majority in number of shares of the corporation, and
the interest shall have been disclosed or known to the approving or ratifying
directors or shareholders.


                                 ARTICLE XII
                                  AMENDMENTS



            These bylaws may be altered, amended or repealed and new bylaws
adopted by the board of directors by a majority vote of the full board at any
regular or special meeting, subject to repeal or change by action of the
shareholders.


                                 ARTICLE XIII
                              BOOKS AND RECORDS



            Section 13.1   Books on Account, Minutes and Stock Register.  The
corporation shall keep complete books and records of accounts and minutes of
the proceedings of the board of directors and stockholders and shall keep at
its registered office, its principal place of business, or at the office of its
transfer agent a stock register giving the names of the stockholders in
alphabetical order and giving their respective addresses and the number of
shares held by each.

            Section 13.2    Copies of Resolutions.  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 of directors or stockholders, when certified
by the president or secretary.

            I HEREBY CERTIFY that the foregoing Amended and Restated Bylaws of
YOCREAM INTERNATIONAL, INC. were adopted at a meeting of the Board of Directors
held _______________________, 2003.




                                    _________________________________
                                    James S. Hanna, Secretary