<PAGE>

                                  AMENDED AND
                                   RESTATED
                                    BYLAWS
                                      OF
                               THRUSTMASTER, INC.




















Originally adopted on:  January 21, 1997
Amendments are listed on page i


<PAGE>

                                           AMENDMENTS
                                           ----------

--------------------------------------------------------------------------------
  Section               Effect of Amendment                 Date of Amendment


















TABLE OF AMENDMENTS                                                       Page i


<PAGE>

                                            CONTENTS


SECTION 1.  OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

SECTION 2.  SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . .     1

      2.1      Annual Meeting; Procedures  . . . . . . . . . . . . . . . .     1

               2.1.1     Annual Meeting  . . . . . . . . . . . . . . . . .     1

               2.1.2     Business To Be Conducted At Annual Meeting  . . .     1

      2.2      Special Meetings  . . . . . . . . . . . . . . . . . . . . .     2

      2.3      Place of Meeting  . . . . . . . . . . . . . . . . . . . . .     2

      2.4      Conduct of Meeting  . . . . . . . . . . . . . . . . . . . .     2

      2.5      Notice of Meeting . . . . . . . . . . . . . . . . . . . . .     3

      2.6      Waiver of Notice  . . . . . . . . . . . . . . . . . . . . .     3

      2.7      Fixing of Record Date for Determining Shareholders  . . . .     3

      2.8      Shareholders' List  . . . . . . . . . . . . . . . . . . . .     4

      2.9      Quorum    . . . . . . . . . . . . . . . . . . . . . . . . .     4

      2.10     Manner of Acting  . . . . . . . . . . . . . . . . . . . . .     5

      2.11     Proxies   . . . . . . . . . . . . . . . . . . . . . . . . .     5

      2.12     Voting of Shares  . . . . . . . . . . . . . . . . . . . . .     5

      2.13     Voting for Directors  . . . . . . . . . . . . . . . . . . .     6

      2.14     Action by Shareholders Without a Meeting  . . . . . . . . .     6

      2.15     Voting of Shares by Corporations  . . . . . . . . . . . . .     6

               2.15.1    Shares Held by Another Corporation  . . . . . . .     6

               2.15.2    Shares Held by the Corporation  . . . . . . . . .     6

      2.16     Acceptance or Rejection of Shareholder Votes, Consents, 

               Waivers and Proxy Appointments  . . . . . . . . . . . . . .     7

               2.16.1    Documents Bearing Name of Shareholders  . . . . .     7

               2.16.2    Documents Bearing Name of Third Parties . . . . .     7



TABLE OF CONTENTS                                                         Page i


<PAGE>

               2.16.3    Rejection of Documents  . . . . . . . . . . . . .     7

SECTION 3.  BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .     8

      3.1      General Powers  . . . . . . . . . . . . . . . . . . . . . .     8

      3.2      Number and Classification; Procedure for Nomination . . . .     8

               3.2.1     Number and Classification . . . . . . . . . . . .     8

               3.2.2     Procedure for Nomination  . . . . . . . . . . . .     8

      3.3      Annual and Regular Meetings . . . . . . . . . . . . . . . .     9

      3.4      Special Meetings  . . . . . . . . . . . . . . . . . . . . .     9

      3.5      Meetings by Telecommunications  . . . . . . . . . . . . . .    10

      3.6      Notice of Special Meetings  . . . . . . . . . . . . . . . .    10

               3.6.1     Personal Delivery . . . . . . . . . . . . . . . .    10

               3.6.2     Delivery by Mail  . . . . . . . . . . . . . . . .    10

               3.6.3     Delivery by Telegraph . . . . . . . . . . . . . .    10

               3.6.4     Oral Notice . . . . . . . . . . . . . . . . . . .    10

               3.6.5     Notice by Facsimile Transmission  . . . . . . . .    11

               3.6.6     Notice by Private Courier . . . . . . . . . . . .    11

      3.7      Waiver of Notice  . . . . . . . . . . . . . . . . . . . . .    11

               3.7.1     Written Waiver  . . . . . . . . . . . . . . . . .    11

               3.7.2     Waiver by Attendance  . . . . . . . . . . . . . .    11

      3.8      Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . .    11

      3.9      Manner of Acting  . . . . . . . . . . . . . . . . . . . . .    11

      3.10     Presumption of Assent . . . . . . . . . . . . . . . . . . .    12

      3.11     Action by Board or Committees Without a Meeting . . . . . .    12

      3.12     Resignation   . . . . . . . . . . . . . . . . . . . . . . .    12

      3.13     Removal       . . . . . . . . . . . . . . . . . . . . . . .    12

      3.14     Vacancies     . . . . . . . . . . . . . . . . . . . . . . .    13

      3.15     Minutes       . . . . . . . . . . . . . . . . . . . . . . .    13

      3.16     Executive and Other Committees  . . . . . . . . . . . . . .    14



TABLE OF CONTENTS                                                        Page ii


<PAGE>

               3.16.1    Creation of Committees  . . . . . . . . . . . . .    14

               3.16.2    Authority of Committees . . . . . . . . . . . . .    14

               3.16.3    Minutes of Meetings . . . . . . . . . . . . . . .    14

               3.16.4    Resignation . . . . . . . . . . . . . . . . . . .    14

      3.17  Compensation . . . . . . . . . . . . . . . . . . . . . . . . .    14

SECTION 4.  OFFICERS     . . . . . . . . . . . . . . . . . . . . . . . . .    15

      4.1      Number    . . . . . . . . . . . . . . . . . . . . . . . . .    15

      4.2      Appointment and Term of Office  . . . . . . . . . . . . . .    15

      4.3      Resignation . . . . . . . . . . . . . . . . . . . . . . . .    15

      4.4      Removal   . . . . . . . . . . . . . . . . . . . . . . . . .    15

      4.5      Vacancies . . . . . . . . . . . . . . . . . . . . . . . . .    16

      4.6      Chair of the Board  . . . . . . . . . . . . . . . . . . . .    16

      4.7      President . . . . . . . . . . . . . . . . . . . . . . . . .    16

      4.8      Vice President  . . . . . . . . . . . . . . . . . . . . . .    16

      4.9      Secretary . . . . . . . . . . . . . . . . . . . . . . . . .    17

      4.10     Treasurer . . . . . . . . . . . . . . . . . . . . . . . . .    17

      4.11     Salaries  . . . . . . . . . . . . . . . . . . . . . . . . .    17

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS  . . . . . . . . . . . .    18

      5.1      Contracts . . . . . . . . . . . . . . . . . . . . . . . . .    18

      5.2      Loans to the Corporation  . . . . . . . . . . . . . . . . .    18

      5.3      Loans to Directors  . . . . . . . . . . . . . . . . . . . .    18

      5.4      Checks, Drafts, Etc.  . . . . . . . . . . . . . . . . . . .    18

      5.5      Deposits  . . . . . . . . . . . . . . . . . . . . . . . . .    18

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR 
               TRANSFER  . . . . . . . . . . . . . . . . . . . . . . . . .    19

      6.1      Issuance of Shares  . . . . . . . . . . . . . . . . . . . .    19

      6.2      Escrow for Shares . . . . . . . . . . . . . . . . . . . . .    19

      6.3      Certificates for Shares . . . . . . . . . . . . . . . . . .    19



TABLE OF CONTENTS                                                       Page iii


<PAGE>

      6.4      Stock Records . . . . . . . . . . . . . . . . . . . . . . .    19

      6.5      Restriction on Transfer . . . . . . . . . . . . . . . . . .    20

               6.5.1     Securities Laws . . . . . . . . . . . . . . . . .    20

               6.5.2     Other Restrictions  . . . . . . . . . . . . . . .    20

      6.6      Transfer of Shares  . . . . . . . . . . . . . . . . . . . .    20

      6.7      Lost or Destroyed Certificates  . . . . . . . . . . . . . .    20

      6.8      Transfer Agent and Registrar  . . . . . . . . . . . . . . .    20

      6.9      Officer Ceasing to Act  . . . . . . . . . . . . . . . . . .    21

      6.10     Fractional Shares . . . . . . . . . . . . . . . . . . . . .    21

SECTION 7.  BOOKS AND RECORDS  . . . . . . . . . . . . . . . . . . . . . .    21

SECTION 8.  FISCAL YEAR  . . . . . . . . . . . . . . . . . . . . . . . . .    21

SECTION 9.  SEAL         . . . . . . . . . . . . . . . . . . . . . . . . .    21

SECTION 10. INDEMNIFICATION  . . . . . . . . . . . . . . . . . . . . . . .    21

      10.1  Directors and Officers . . . . . . . . . . . . . . . . . . . .    21

      10.2  Employees and Other Agents . . . . . . . . . . . . . . . . . .    21

      10.3  No Presumption of Bad Faith  . . . . . . . . . . . . . . . . .    21

      10.4  Advances of Expenses . . . . . . . . . . . . . . . . . . . . .    22

      10.5  Enforcement  . . . . . . . . . . . . . . . . . . . . . . . . .    22

      10.6  Nonexclusivity of Rights . . . . . . . . . . . . . . . . . . .    23

      10.7  Survival of Rights . . . . . . . . . . . . . . . . . . . . . .    23

      10.8  Insurance    . . . . . . . . . . . . . . . . . . . . . . . . .    23

      10.9  Amendments to Law  . . . . . . . . . . . . . . . . . . . . . .    23

      10.10 Savings Clause . . . . . . . . . . . . . . . . . . . . . . . .    23

      10.11 Certain Definitions  . . . . . . . . . . . . . . . . . . . . .    24

SECTION 11. AMENDMENTS   . . . . . . . . . . . . . . . . . . . . . . . . .    25



TABLE OF CONTENTS                                                        Page iv

<PAGE>


                                   BYLAWS

                                     OF

                             THRUSTMASTER, INC.


                            SECTION 1.  OFFICES

      The principal office of the Corporation shall be located at the 
principal place of business or such other place as the Board of Directors 
(the "Board") may designate.  The Corporation may have such other offices, 
either within or without the State of Oregon, as the Board may designate or 
as the business of the Corporation may require from time to time.

                          SECTION 2.  SHAREHOLDERS

2.1   ANNUAL MEETING; PROCEDURES

      2.1.1 ANNUAL MEETING

      The annual meeting of the shareholders shall be held the fourth 
Thursday of May in each year, or on such other day as shall be fixed by 
resolution of the Board, at the principal office of the Corporation or such 
other place as fixed by the Board, for the purpose of electing Directors and 
transacting such other business as may properly come before the meeting.  If 
the day fixed for the annual meeting is a legal holiday at the place of the 
meeting, the meeting shall be held on the next succeeding business day.

      2.1.2 BUSINESS TO BE CONDUCTED AT ANNUAL MEETING

      Only such business shall be conducted at an annual meeting of 
shareholders as shall have been properly brought before the meeting.  To be 
properly brought before an annual meeting, business must be (a) specified in 
the notice of meeting (or any supplement thereto) given by or at the 
direction of the Board, (b) otherwise properly brought before the meeting by 
or at the direction of the Board, or (c) otherwise properly brought before 
the meeting by a shareholder. For business to be properly brought before an 
annual meeting by a shareholder, the shareholder must have given timely 
notice thereof in writing to the Secretary.  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 60 days nor more than 90 days prior to the 
meeting; provided, that in the


BYLAWS                                                                  Page 1


<PAGE>

event that less than 70 days' notice of the date of the meeting is given to 
the shareholders, notice by the shareholder to be timely must be so received 
not later than the close of business on the seventh day following the day on 
which such notice of the date of the meeting was mailed.  A shareholder's 
notice to the Secretary shall set forth (a) as to each matter the shareholder 
proposes to bring before the annual meeting, a brief description of the 
business proposed to be brought before the annual meeting, the language of 
the proposal, if appropriate, and the reasons for conducting such business at 
the annual meeting, (b) the name and address, as they appear on the 
corporation's books, of the shareholder proposing such business, (c) a 
representation that the shareholder is entitled to vote at such meeting and a 
statement of the class and number of shares of the corporation which are 
beneficially owned by the shareholder, (d) any material interest of the 
shareholder in such business, and (e) a representation that the shareholder 
intends to appear in person or by proxy at the meeting to present the 
business specified in the notice.  Notwithstanding anything in these Bylaws 
to the contrary, no business shall be conducted at any annual meeting except 
in accordance with the procedures set forth in this Section 2.1.2.  The Chair 
of the meeting shall, if the facts warrant, determine and declare to the 
meeting that business was not properly brought before the meeting in 
accordance with the provisions of this Section 2.1.2, and, if he or she 
should so determine, the Chair shall so declare to the meeting and any such 
business not properly brought before the meeting shall not be transacted.

2.2   SPECIAL MEETINGS

      The Board, the President or the Chair of the Board may call special 
meetings of the shareholders for any purpose.  The holders of not less than 
one-tenth of all the outstanding shares of the Corporation entitled to vote 
on any issue proposed to be considered at a proposed special meeting may 
request that a special meeting of the shareholders be called, if they date, 
sign and deliver to the Corporation's Secretary a written demand for a 
special meeting describing the purpose(s) for which it is to be held.

2.3   PLACE OF MEETING

      All meetings shall be held at the principal office of the Corporation 
or at such other place as designated by the Board. 

2.4   CONDUCT OF MEETING

      The Chair of the meeting shall have the authority to adopt such rules 
for the conduct of any annual or special meeting of shareholders as he or she 
may deem necessary or appropriate to facilitate orderly meetings.


BYLAWS                                                                  Page 2


<PAGE>

2.5   NOTICE OF MEETING

      (a)   The Corporation shall cause to be delivered to each shareholder 
entitled to notice of or to vote at an annual or special meeting of 
shareholders, either personally or by mail, not less than ten (10) nor more 
than sixty (60) days before the meeting, written notice stating the date, 
time and place of the meeting and, in the case of a special meeting, the 
purpose(s) for which the meeting is called.

      (b)   Notice to a shareholder of an annual or special shareholder 
meeting shall be in writing.  Such notice, if in comprehensible form, is 
effective (a) when mailed, if it is mailed postpaid and is correctly 
addressed to the shareholder's address shown in the Corporation's 
then-current record of shareholders, or (b) when received by the shareholder, 
if it is delivered by telegraph, facsimile transmission or private courier.

      (c)   If an annual or special shareholders' meeting is adjourned to a 
different date, time, or place, notice need not be given of the new date, 
time, or place if the new date, time, or place is announced at the meeting 
before adjournment, unless a new record date for the adjourned meeting is or 
must be fixed under Section 2.6(a) of these bylaws or the Oregon Business 
Corporation Act.

2.6   WAIVER OF NOTICE

      (a)   Whenever any notice is required to be given to any shareholder 
under the provisions of these Bylaws, the Articles of Incorporation or the 
Oregon Business Corporation Act, a waiver thereof in writing, signed by the 
person or persons entitled to such notice, whether before or after the time 
stated therein, and delivered to the Corporation for inclusion in the minutes 
for filing with the corporate records, shall be deemed equivalent to the 
giving of such notice.

      (b)   The attendance of a shareholder at a meeting waives objection to 
lack of, or defect in, notice of such meeting or of consideration of a 
particular matter at the meeting, unless the shareholder, at the beginning of 
the meeting or prior to consideration of such matter, objects to holding the 
meeting, transacting business at the meeting, or considering the matter when 
presented at the meeting.

2.7   FIXING OF RECORD DATE FOR DETERMINING SHAREHOLDERS

      (a)   For the purpose of determining shareholders entitled to notice 
of, or to vote at, any meeting of shareholders or any adjournment thereof, or 
shareholders entitled to receive payment of any dividend, or in order to make 
a determination of shareholders for any other purpose, the Board may fix in 
advance a date as the record


BYLAWS                                                                  Page 3


<PAGE>

date for any such determination. Such record date shall be not more than 
seventy (70) days, and in case of a meeting of shareholders, not less than 
ten (10) days, prior to the date on which the particular action requiring 
such determination is to be taken.  If no record date is fixed for the 
determination of shareholders entitled to notice of or to vote at a meeting, 
or to receive payment of a dividend, the date on which the notice of meeting 
is mailed or on which the resolution of the Board declaring such dividend is 
adopted, as the case may be, shall be the record date for such determination. 
 Such determination shall apply to any adjournment of the meeting, provided 
such adjournment is not set for a date more than 120 days after the date 
fixed for the original meeting.

      (b)   The record date for the determination of shareholders entitled to 
demand a special shareholder meeting shall be the date the first shareholder 
signs the demand.

2.8   SHAREHOLDERS' LIST

      (a)   Beginning two (2) business days after notice of a meeting of 
shareholders is given, a complete alphabetical list of the shareholders 
entitled to notice of such meeting shall be made, arranged by voting group, 
and within each voting group by class or series, with the address of and 
number of shares held by each shareholder.  This record shall be kept on file 
at the Corporation's principal office or at a place identified in the meeting 
notice in the city where the meeting will be held.  On written demand, this 
record shall be subject to inspection by any shareholder at any time during 
normal business hours.  Such record shall also be kept open at such meeting 
for inspection by any shareholder.

      (b)   A shareholder may, on written demand, copy the shareholders' list 
at such shareholder's expense during regular business hours, provided that:

            (i)   Such shareholder's demand is made in good faith and for a 
proper purpose;

            (ii)  Such shareholder has described with reasonable 
particularity such shareholder's purpose in the written demand; and

            (iii) The shareholders' list is directly connected with such 
shareholder's purpose.

2.9   QUORUM

      A majority of the votes entitled to be cast on a matter at a meeting by 
a voting group, represented in person or by proxy, shall constitute a quorum 
of that voting

BYLAWS                                                                  Page 4


<PAGE>

group for action on that matter at a meeting of the shareholders.  If a 
quorum is not present for a matter to be acted upon, a majority of the shares 
represented at the meeting may adjourn the meeting from time to time without 
further notice.  If the necessary quorum is present or represented at a 
reconvened meeting following such an adjournment, any business may be 
transacted that might have been transacted at the meeting as originally 
called.  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.

2.10  MANNER OF ACTING

      (a)   If a quorum exists, action on a matter (other than the election 
of Directors) by a voting group is approved if the votes cast within the 
voting group favoring the action exceed the votes cast opposing the action, 
unless the affirmative vote of a greater number is required by these Bylaws, 
the Articles of Incorporation or the Oregon Business Corporation Act.

      (b)   If a matter is to be voted on by a single group, action on that 
matter is taken when voted upon by that voting group.  If a matter is to be 
voted on by two or more voting groups, action on that matter is taken only 
when voted upon by each of those voting groups counted separately.  Action 
may be taken by one voting group on a matter even though no action is taken 
by another voting group entitled to vote on such matter.

2.11  PROXIES

      A shareholder may vote by proxy executed in writing by the shareholder 
or by his or her attorney-in-fact.  Such proxy shall be effective when 
received by the Secretary or other officer or agent authorized to tabulate 
votes at the meeting.  A proxy shall become invalid eleven (11) months after 
the date of its execution, unless otherwise expressly provided in the proxy.  
A proxy for a specified meeting shall entitle the holder thereof to vote at 
any adjournment of such meeting but shall not be valid after the final 
adjournment thereof. 

2.12  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. 

                                                                     Page 5

<PAGE>

2.13  VOTING FOR DIRECTORS

        Each shareholder may vote, in person or by proxy, the number of 
shares owned by such shareholder that are entitled to vote at an election of 
Directors, for as many persons as there are Directors to be elected and for 
whose election such shares have a right to vote.  Unless otherwise provided 
in the Articles of Incorporation, Directors are elected by a plurality of the 
votes cast by shares entitled to vote in the election at a meeting at which a 
quorum is present. 

2.14  ACTION BY SHAREHOLDERS WITHOUT A MEETING

       Any action which could be taken at a meeting of the shareholders may 
be taken without a meeting if a written consent setting forth the action so 
taken is signed by all shareholders entitled to vote with respect to the 
subject matter thereof.  The action shall be effective on the date on which 
the last signature is placed on the consent, or at such earlier or later time 
as is set forth therein.  Such written consent, which shall have the same 
force and effect as a unanimous vote of the shareholders, shall be inserted 
in the minute book as if it were the minutes of a meeting of the 
shareholders. 

2.15  VOTING OF SHARES BY CORPORATIONS

      2.15.1  SHARES HELD BY ANOTHER CORPORATION

      Shares standing in the name of another corporation may be voted by 
such officer, agent or proxy as the bylaws of such other corporation may 
prescribe, or, in the absence of such provision, as the board of directors of 
such corporation may determine; provided, however, such shares are not 
entitled to vote if the Corporation owns, directly or indirectly, a majority 
of the shares entitled to vote for directors of such other corporation.

      2.15.2  SHARES HELD BY THE CORPORATION

      Authorized but unissued shares shall not be voted or counted for 
determining whether a quorum exists at any meeting or counted in determining 
the total number of outstanding shares at any given time.  Notwithstanding 
the foregoing, shares of its own stock held by the Corporation in a fiduciary 
capacity may be counted for purposes of determining whether a quorum exists, 
and may be voted by the Corporation. 

                                                                     Page 6

<PAGE>

2.16  ACCEPTANCE OR REJECTION OF SHAREHOLDER VOTES, CONSENTS, WAIVERS AND 
      PROXY APPOINTMENTS

      2.16.1  DOCUMENTS BEARING NAME OF SHAREHOLDERS

      If the name signed on a vote, consent, waiver or proxy appointment 
corresponds to the name of a shareholder, the Secretary or other agent 
authorized to tabulate votes at the meeting may, if acting in good faith, 
accept such vote, consent, waiver or proxy appointment and give it effect as 
the act of the shareholder.

      2.16.2  DOCUMENTS BEARING NAME OF THIRD PARTIES

      If the name signed on a vote, consent, waiver or proxy appointment does 
not correspond to the name of its shareholder, the Secretary or other agent 
authorized to tabulate votes at the meeting may nevertheless, if acting in 
good faith, accept such vote, consent, waiver or proxy appointment and give 
it effect as the act of the shareholder if:

       (a)   The shareholder is an entity and the name signed purports to be 
that of an officer or an agent of the entity;

       (b)   The name signed purports to be that of an administrator, 
executor, guardian or conservator representing the shareholder and, if the 
Secretary or other agent requests, acceptable evidence of fiduciary status 
has been presented;

       (c)   The name signed purports to be that of a receiver or trustee in 
bankruptcy of the shareholder, and, if the Secretary or other agent requests, 
acceptable evidence of this status has been presented;

       (d)   The name signed purports to be that of a pledgee, beneficial 
owner or attorney-in-fact of the shareholder and, if the Secretary or other 
agent requests, acceptable evidence of the signatory's authority to sign has 
been presented; or       

       (e)   Two or more persons are the shareholder as cotenants or 
fiduciaries and the name signed purports to be the name of at least one of 
the co-owners and the person signing appears to be acting on behalf of all 
co-owners.       

      2.16.3  REJECTION OF DOCUMENTS

      The Secretary or other agent authorized to tabulate votes at the 
meeting is entitled to reject a vote, consent, waiver or proxy appointment if 
such agent, acting in 

                                                                     Page 7

<PAGE>

good faith, has reasonable basis for doubt about the validity of the 
signature on it or about the signatory's authority to sign for the 
shareholder.

                      SECTION 3.  BOARD OF DIRECTORS 

3.1   GENERAL POWERS

      The business and affairs of the Corporation shall be managed by the 
Board, except as may be otherwise provided in these Bylaws, the Articles of 
Incorporation or the Oregon Business Corporation Act. 

3.2   NUMBER AND CLASSIFICATION; PROCEDURE FOR NOMINATION

      3.2.1 NUMBER AND CLASSIFICATION

       The Board of Directors shall consist of eight Directors divided into 
three classes, hereby designated classes A, B, and C.  At the 1997 annual 
meeting of Shareholders, the Directors of class A shall be elected for a term 
expiring at the annual meeting of shareholders in 1998; the Directors of 
class B shall be elected for a term expiring at the annual meeting of 
shareholders in 1999; and the Directors of class C shall be elected for a 
term expiring at the annual meeting of shareholders in 2000.  Commencing in 
1998 at each annual meeting of shareholders thereafter, the successors to the 
class of Directors whose terms expire at that meeting shall be elected to 
hold office for a term of three years, so that the term of office of one 
class of directors shall expire in each year.

        The number of Directors may at any time be increased or decreased by 
the shareholders or by the Board of Directors at any annual or special 
meeting, but no decrease in the number of Directors shall shorten the term of 
any incumbent Director.  All of the Directors of the Corporation shall hold 
office until death or removal from office and until their successors are 
elected and qualified, or until there is a decrease in the number of 
Directors.  Directors need not be shareholders of the Corporation or 
residents of the State of Oregon.

       3.2.2 PROCEDURE FOR NOMINATION

       Only persons who are nominated in accordance with the procedures set 
forth in this Section 3.2.2 shall be eligible for election as Directors by 
the shareholders.  Nominations of persons for election to the Board may be 
made at a meeting of shareholders by or at the direction of the Board or by 
any shareholder of the corporation entitled to vote for the election of 
Directors at the meeting who complies with the notice procedure set forth in 
this Section 3.2.2.  Such nominations, other than 

                                                                     Page 8

<PAGE>

those made by or at the direction of the Board, shall be made pursuant to 
timely notice in writing to the Secretary.  To be timely, a shareholder's 
notice shall be delivered to or mailed and received at the principal 
executive office of the corporation not less than 60 days nor more than 90 
days prior to the meeting; provided, that in the event that less than 70 
days' notice of the date of the meeting is given to shareholders, notice by 
the shareholder to be timely must be so received not later than the close of 
business on the seventh day following the day on which such notice of the 
date of the meeting was mailed.  Such shareholder's notice shall set forth 
(a) as to each person whom the shareholder proposes to nominate for election 
as a Director, (i) the name, age, business and residence address of such 
person, (ii) the principal occupation or employment of such person, (iii) the 
class and number of shares of the corporation that are beneficially owned by 
such person and (iv) any other information relating to such person that is 
required to be disclosed in solicitations of proxies for election of 
Directors, or is otherwise required, in each case pursuant to Regulation 14A 
under the Securities Exchange Act of 1934, as amended (including without 
limitation such person's written consent to being named in the proxy 
statement as a nominee and to serving as a Director if elected); and (b) as 
to the stockholder giving the notice (i) the name and address, as they appear 
on the corporation's books, of such shareholder, (ii) a representation that 
the shareholder is entitled to vote at such meeting and statement of the 
class and number of shares of the corporation that are beneficially owned by 
such shareholder and (iii) a representation that the shareholder intends to 
appear in person or by proxy at the meeting to make the nomination specified 
in the notice.  At the request of the Board, any person nominated by the 
Board for election as a Director shall furnish to the Secretary that 
information required to be set forth in a shareholder's notice of nomination. 
The Chair of the meeting shall, if the facts warrant, determine and declare 
to the meeting that a nomination was not made in accordance with the 
procedures prescribed by these Bylaws, and, if he or she should so determine, 
he or she shall so declare to the meeting and the defective nomination shall 
be disregarded.

3.3   ANNUAL AND REGULAR MEETINGS

      An annual Board meeting shall be held without further notice 
immediately preceding and at the same place as the annual meeting of 
shareholders.

       By resolution the Board, or any committee thereof, may specify the 
time and place for holding regular meetings thereof without other notice than 
such resolution.

                                                                     Page 9

<PAGE>

3.4  SPECIAL MEETINGS

     Special meetings of the Board or any committee designated by the Board 
may be called by or at the request of the Chair of the Board, or the 
President or by one-third of the Directors then in office and, in the case of 
any special meeting of any committee designated by the Board, by the Chair 
thereof.  The person or persons authorized to call special meetings may fix 
any place either within or without the State of Oregon as the place for 
holding any special Board or committee meeting called by them.

3.5   MEETINGS BY TELECOMMUNICATIONS

      Members of the Board or any committee designated by the Board may 
participate in a meeting of such Board or committee by use of any means of 
communication by which all persons participating may simultaneously hear each 
other during the meeting. Participation by such means shall be deemed 
presence in person at the meeting.

3.6   NOTICE OF SPECIAL MEETINGS

      Notice of a special Board or committee meeting stating the date, time 
and place of the meeting shall be given to a Director in writing or orally by 
telephone or in person as set forth below.  Neither the business to be 
transacted at, nor the purpose of, any special meeting need be specified in 
the notice of such meeting.

      3.6.1  PERSONAL DELIVERY

      If delivery is by personal service, the notice shall be effective if 
delivered at such address at least one day before the meeting.

      3.6.2  DELIVERY BY MAIL

      If notice is delivered by mail, the notice shall be deemed effective 
if deposited in the official government mail at least two days before the 
meeting properly addressed to a Director at his or her address shown on the 
records of the Corporation with postage prepaid.       

      3.6.3  DELIVERY BY TELEGRAPH

      If notice is delivered by telegraph, the notice shall be deemed 
effective if the content thereof is delivered to the telegraph company by 
such time that the telegraph company guarantees delivery at least one day 
before the meeting.

                                                                    Page 10

<PAGE>

      3.6.4  ORAL NOTICE

      If notice is delivered orally, by telephone or in person, the notice 
shall be effective if personally given to a Director at least one day before 
the meeting.       

      3.6.5  NOTICE BY FACSIMILE TRANSMISSION

      If notice is delivered by facsimile transmission, the notice shall be 
deemed effective if the content thereof is transmitted to the office of a 
Director, at the facsimile number shown on the records of the Corporation, at 
least one day before the meeting, and receipt is either confirmed by 
confirming transmission equipment or acknowledged by the receiving office.

      3.6.6  NOTICE BY PRIVATE COURIER

      If notice is delivered by private courier, the notice shall be deemed 
effective if delivered to the courier, properly addressed and prepaid, by 
such time that the courier guarantees delivery at least one day before the 
meeting. 

3.7   WAIVER OF NOTICE

      3.7.1  WRITTEN WAIVER

      Whenever any notice is required to be given to any Director under the 
provisions of these Bylaws, the Articles of Incorporation or the Oregon 
Business Corporation Act, a waiver thereof in writing, executed at any time, 
specifying the meeting for which notice is waived, signed by the person or 
persons entitled to such notice, and filed with the minutes or corporate 
records, shall be deemed equivalent to the giving of such notice.

       3.7.2  WAIVER BY ATTENDANCE

       The attendance of a Director at a Board or committee meeting shall 
constitute a waiver of notice of such meeting, unless the Director, at the 
beginning of the meeting, or promptly upon such Director's arrival, objects 
to holding the meeting or transacting any business at the meeting and does 
not thereafter vote for or assent to action taken at the meeting.

                                                                    Page 11

<PAGE>

3.8   QUORUM

       A majority of the number of Directors fixed by or in the manner 
provided by these Bylaws shall constitute a quorum for the transaction of 
business at any Board meeting. 

3.9   MANNER OF ACTING

      The act of the majority of the Directors present at a Board or 
committee meeting at which there is a quorum shall be the act of the Board or 
committee, unless the vote of a greater number is required by these Bylaws, 
the Articles of Incorporation or the Oregon Business Corporation Act.

3.10  PRESUMPTION OF ASSENT

      A Director of the Corporation present at a Board or committee meeting 
at which action on any corporate matter is taken shall be deemed to have 
assented to the action taken unless such Director objects at the beginning of 
the meeting, or promptly upon such Director's arrival, to holding the meeting 
or transacting business at the meeting; or such Director's dissent is entered 
in the minutes of the meeting; or such Director delivers a written notice of 
dissent or abstention to such action with the presiding officer of the 
meeting before the adjournment thereof; or such Director forwards such notice 
by registered mail to the Secretary of the Corporation immediately after the 
adjournment of the meeting.  A Director who voted in favor of such action may 
not thereafter dissent or abstain. 

3.11  ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

      Any action which could be taken at a meeting of the Board or of any 
committee appointed by the Board may be taken without a meeting if a written 
consent setting forth the action so taken is signed by each Director or by 
each committee member.  The action shall be effective when the last signature 
is placed on the consent, unless the consent specifies an earlier or later 
date. Such written consent, which shall have the same effect as a unanimous 
vote of the Directors or such committee, shall be inserted in the minute book 
as if it were the minutes of a Board or committee meeting. 

3.12  RESIGNATION

      Any Director may resign at any time by delivering written notice to the 
Chair of the Board, the Board, or to the registered office of the 
Corporation.  Such resignation shall take effect at the time specified in the 
notice, or if no time is specified, upon delivery.  Unless otherwise 
specified therein, the acceptance of such 

                                                                    Page 12

<PAGE>

resignation shall not be necessary to make it effective.  Once delivered, a 
notice of resignation is irrevocable unless revocation is permitted by the 
Board. 

3.13  REMOVAL

      One or more members of the Board (including the entire Board) may be 
removed at a meeting of shareholders called expressly for that purpose, 
provided that the notice of such meeting states that the purpose, or one of 
the purposes, of the meeting is such removal.  A member of the Board may be 
removed with or without cause, unless the Articles of Incorporation permit 
removal for cause only, by a vote of the holders of a majority of the shares 
then entitled to vote on the election of the Director(s).  A Director may be 
removed only if the number of votes cast to remove the Director exceeds the 
number of votes cast to not remove the Director.  If a Director is elected by 
a voting group of shareholders, only the shareholders of that voting group 
may participate in the vote to remove such Director.

3.14  VACANCIES

      Any vacancy occurring on the Board, including a vacancy resulting from 
an increase in the number of Directors, may be filled by the shareholders, by 
the Board, by the affirmative vote of a majority of the remaining Directors 
though less than a quorum of the Board, or by a sole remaining Director.  A 
Director elected to fill a vacancy shall be elected for the unexpired term of 
his or her predecessor in office; except that the term of a Director elected 
by the Board to fill a vacancy expires at the next shareholders' meeting at 
which Directors are elected.  Any Directorship to be filled by reason of an 
increase in the number of Directors may be filled by the affirmative vote of 
a majority of the number of Directors fixed by the Bylaws prior to such 
increase for a term of office continuing only until the next election of 
Directors by the shareholders.  Any Directorship not so filled by the 
Directors shall be filled by election at the next annual meeting of 
shareholders or at a special meeting of shareholders called for that purpose. 
 If the vacant Directorship is filled by the shareholders and was held by a 
Director elected by a voting group of shareholders, then only the holders of 
shares of that voting group are entitled to vote to fill such vacancy.  A 
vacancy that will occur at a specific later date by reason of a resignation 
effective at such later date or otherwise may be filled before the vacancy 
occurs, but the new Director may not take office until the vacancy occurs.  A 
Director elected to fill a vacancy becomes a member of the same class as his 
predecessor.  The term of a Director elected by the Board of Directors to 
fill a vacancy shall expire at the next meeting of Shareholders at which 
Directors are elected.  The Board of Directors shall take appropriate steps, 
by designation of short terms or otherwise, to return the 

                                                                    Page 13

<PAGE>

rotation of election of directors for each class to the original, staggered, 
three-year terms established by these Bylaws.

3.15  MINUTES

      The Board shall keep minutes of its meetings and shall cause them to be 
recorded in books kept for that purpose.

 3.16  EXECUTIVE AND OTHER COMMITTEES

       3.16.1  CREATION OF COMMITTEES

       The Board, by resolution, may appoint standing or temporary 
committees, including an Executive Committee, from its own number and 
consisting of no less than two (2) Directors.  The Board may invest such 
committee(s) with such powers as it may see fit, subject to such conditions 
as may be prescribed by the Board, these Bylaws, the Articles of 
Incorporation and the Oregon Business Corporation Act.

      3.16.2  AUTHORITY OF COMMITTEES

      Except as otherwise provided by law, each committee shall have and may 
exercise all of the authority of the Board to the extent provided in the 
resolution of the Board designating the committee and any subsequent 
resolutions pertaining thereto and adopted in like manner.

      3.16.3  MINUTES OF MEETINGS

      All committees so appointed shall keep regular minutes of their 
meetings and shall cause them to be recorded in books kept for that purpose.

      3.16.4  RESIGNATION

      Any member of any committee may resign at any time by delivering 
written notice thereof to the Board, the Chair of the Board or the 
Corporation.  Any such resignation shall take effect at the time specified in 
the notice, or if no time is specified, upon delivery.  Unless otherwise 
specified therein, the acceptance of such resignation shall not be necessary 
to make it effective.  Once delivered, a notice of resignation is irrevocable 
unless revocation is permitted by the Board.

3.17  COMPENSATION

      By Board resolution, Directors and committee members may be paid their 
expenses, if any, of attendance at each Board or committee meeting, or a 
fixed sum for 

                                                                    Page 14



<PAGE>

attendance at each Board or committee meeting, or a stated salary as Director 
or a committee member, or a combination of the foregoing.  No such payment 
shall preclude any Director or committee member from serving the Corporation 
in any other capacity and receiving compensation therefor.

                                   SECTION 4.  OFFICERS

4.1   NUMBER

      The Officers of the Corporation shall be a President and a Secretary, 
each of whom shall be appointed by the Board. One or more Vice Presidents, a 
Treasurer and such other Officers and assistant Officers, including a Chair 
of the Board, may be appointed by the Board; such Officers and assistant 
Officers to hold office for such period, have such authority 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 Officer or 
agent the power to appoint any such subordinate Officers or agents and to 
prescribe their respective terms of office, authority and duties. Any two or 
more offices may be held by the same person.

4.2   APPOINTMENT AND TERM OF OFFICE

      The Officers of the Corporation shall be appointed annually by the 
Board at the Board meeting held immediately prior to the annual meeting of 
the shareholders. If the appointment of Officers is not made at such 
meeting, such appointment shall be made as soon thereafter as a Board meeting 
conveniently may be held. Unless an Officer dies, resigns, or is removed 
from office, he or she shall hold office until the next annual meeting of the 
Board or until his or her successor is appointed.

4.3   RESIGNATION

      Any Officer may resign at any time by delivering written notice to the 
Corporation. Any such resignation shall take effect at the time specified in 
the notice, or if no time is specified, upon delivery. Unless otherwise 
specified therein, the acceptance of such resignation shall not be necessary 
to make it effective. Once delivered, a notice of resignation is irrevocable 
unless revocation is permitted by the Board.

4.4   REMOVAL

      Any Officer or agent appointed by the Board may be removed by the 
Board, with or without cause, but such removal shall be without prejudice to 
the contract 

                                                                         Page 15

<PAGE>

rights, if any, of the person so removed. Appointment of an Officer or agent 
shall not of itself create contract rights.

4.5   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 for the unexpired portion of the term, or for a new term 
established by the Board. If a resignation is made effective at a later 
date, and the Corporation accepts such future effective date, the Board may 
fill the pending vacancy before the effective date, if the Board provides 
that the successor does not take office until the effective date.

4.6   CHAIR OF THE BOARD

      If appointed, the Chair of the Board shall perform such duties as shall 
be assigned to him or her by the Board from time to time and shall preside 
over meetings of the Board and shareholders unless another Officer is 
appointed or designated by the Board as Chair of such meeting.

4.7   PRESIDENT

      The President shall be the chief executive Officer of the Corporation 
unless some other Officer is so designated by the Board, shall preside over 
meetings of the Board and shareholders in the absence of a Chair of the Board 
and, subject to the Board's control, shall supervise and control all of the 
assets, business and affairs of the Corporation. The President shall have 
authority to sign deeds, mortgages, bonds, contracts, or other instruments, 
except when the signing and execution thereof have been expressly delegated 
by the Board or by these Bylaws to some other Officer or agent of the 
Corporation, or are required by law to be otherwise signed or executed by 
some other Officer or in some other manner. In general, the President shall 
perform all duties incident to the office of President and such other duties 
as are prescribed by the Board from time to time.

4.8   VICE PRESIDENT

      In the event of the death of the President or his or her inability to 
act, the Vice President (or if there is more than one Vice President, the 
Vice President who was designated by the Board as the successor to the 
President, or if no Vice President is so designated, the Vice President first 
appointed to such office) shall perform the duties of the President, except 
as may be limited by resolution of the Board, with all the powers of and 
subject to all the restrictions upon the President. Vice Presidents shall 

                                                                         Page 16

<PAGE>

have, to the extent authorized by the President or the Board, the same powers 
as the President to sign deeds, mortgages, bonds, contracts or other 
instruments. Vice Presidents shall perform such other duties as from time to 
time may be assigned to them by the President or by the Board.

4.9   SECRETARY

      The Secretary shall (a) prepare and keep the minutes of meetings of the 
shareholders and the Board 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 responsible for custody of the 
corporate records and seal of the corporation; (d) keep registers of the post 
office address of each shareholder and Director; (e) have general charge of 
the stock transfer books of the Corporation; and (f) 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. In 
the absence of the Secretary, an Assistant Secretary may perform the duties 
of the Secretary.

4.10  TREASURER

      If required by the Board, the Treasurer shall give a bond for the 
faithful discharge of his or her duties in such amount and with such surety 
or sureties as the Board shall determine. The Treasurer shall have charge and 
custody of and be responsible for all funds and securities of the 
Corporation; 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 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 to him or her by the President or 
by the Board. In the absence of the Treasurer, an Assistant Treasurer may 
perform the duties of the Treasurer.

4.11  SALARIES

      The salaries of the Officers shall be fixed from time to time by the 
Board or by any person or persons to whom the Board has delegated such 
authority. No Officer shall be prevented from receiving such salary by 
reason of the fact that he or she is also a Director of the Corporation.

                                                                         Page 17

<PAGE>

               SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1   CONTRACTS

      The Board 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.

5.2   LOANS TO THE CORPORATION

      No loans shall be contracted on behalf of the Corporation and no 
evidences of indebtedness shall be issued in its name unless authorized by a 
resolution of the Board. Such authority may be general or confined to 
specific instances.

5.3   LOANS TO DIRECTORS

      The Corporation shall not lend money to or guarantee the obligation of 
a Director unless (a) the particular loan or guarantee is approved by a 
majority of the votes represented by the outstanding voting shares of all 
classes, voting as a single voting group, excluding the votes of the shares 
owned by or voted under the control of the benefited Director; or (b) the 
Board determines that the loan or guarantee benefits the Corporation and 
either approves the specific loan or guarantee or a general plan authorizing 
the loans and guarantees. The fact that a loan or guarantee is made in 
violation of this provision shall not affect the borrower's liability on the 
loan.

5.4   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, or agent or agents, of the Corporation 
and in such manner as is from time to time determined by resolution of the 
Board.

5.5   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 may select.

                                                                         Page 18

<PAGE>

           SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1   ISSUANCE OF SHARES

      No shares of the Corporation shall be issued unless authorized by the 
Board, which authorization shall include the maximum number of shares to be 
issued and the consideration to be received for each share. Before the 
Corporation issues shares, the Board shall determine that the consideration 
received or to be received for such shares is adequate. Such determination 
by the Board shall be conclusive insofar as the adequacy of consideration for 
the issuance of shares relates to whether the shares are validly issued, 
fully paid and nonassessable.

6.2   ESCROW FOR SHARES

      The Board may authorize the placement in escrow of shares issued for a 
contract for future services or benefits or a promissory note, or may 
authorize other arrangements to restrict the transfer of shares, and may 
authorize the crediting of distributions in respect of such shares against 
their purchase price, until the services are performed, the note is paid or 
the benefits received. If the services are not performed, the note is not 
paid, or the benefits are not received, the Board may cancel, in whole or in 
part, such shares placed in escrow or restricted and such distributions 
credited.

6.3   CERTIFICATES FOR SHARES

      Certificates representing shares of the Corporation shall be in such 
form as shall be determined by the Board. Such certificates shall be signed 
by any two of the following officers:  the Chair of the Board, the President, 
any Vice President, the Treasurer, the Secretary or any Assistant Secretary. 
Any or all of the signatures on a certificate may be facsimiles if the 
certificate is manually signed on behalf of a transfer agent or a registrar 
other than the Corporation itself or an employee of the Corporation. All 
certificates shall be consecutively numbered or otherwise identified.

6.4   STOCK RECORDS

      The stock transfer books shall be kept at the registered office or 
principal place of business of the Corporation or at the office of the 
Corporation's transfer agent or registrar. The name and address of each 
person to whom certificates for shares are issued, together with the class 
and number of shares represented by each such certificate and the date of 
issue thereof, shall be entered on the stock transfer books of the 
Corporation. The person in whose name shares stand on the books of the 

                                                                         Page 19

<PAGE>

Corporation shall be deemed by the Corporation to be the owner thereof for 
all purposes.

6.5  RESTRICTION ON TRANSFER

     6.5.1  SECURITIES LAWS

     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, or has otherwise satisfied itself 
that such transfer restrictions are not required, all certificates 
representing shares of the Corporation shall bear conspicuously on the front 
or back of the certificate a legend or legends describing the restriction or 
restrictions.

     6.5.2  OTHER RESTRICTIONS

     In addition, the front or back of all certificates shall include 
conspicuous written notice of any further restrictions which may be imposed 
on the transferability of such shares.

6.6   TRANSFER OF SHARES

      Transfer of shares of the Corporation shall be made only on the stock 
transfer books of the Corporation pursuant to authorization or document of 
transfer made by the holder of record thereof or by his or her legal 
representative, who shall furnish proper evidence of authority to transfer, 
or by his or her attorney-in-fact authorized by power of attorney duly 
executed and filed with the Secretary of the Corporation. All certificates 
surrendered to the Corporation for transfer shall be canceled and no new 
certificate shall be issued until the former certificates for a like number 
of shares shall have been surrendered and canceled.

6.7   LOST OR DESTROYED CERTIFICATES

      In the case of a lost, destroyed or mutilated certificate, a new 
certificate may be issued therefor upon such terms and indemnity to the 
Corporation as the Board may prescribe.

6.8   TRANSFER AGENT AND REGISTRAR

      The Board may from time to time appoint one or more Transfer Agents and 
one or more Registrars for the shares of the Corporation, with such powers 
and duties as the Board shall determine by resolution.


                                                                         Page 20

<PAGE>

6.9   OFFICER CEASING TO ACT

      In case any officer who has signed or whose facsimile signature has 
been placed upon a stock certificate shall have ceased to be such officer 
before such certificate is issued, it may be issued by the Corporation with 
the same effect as if the signer were such officer at the date of its 
issuance.

6.10  FRACTIONAL SHARES

      The Corporation shall not issue certificates for fractional shares.

                          SECTION 7.  BOOKS AND RECORDS

      The Corporation shall keep correct and complete books and records of 
account, stock transfer books, minutes of the proceedings of its shareholders 
and Board and such other records as may be necessary or advisable.

                             SECTION 8.  FISCAL YEAR

      The fiscal year of the Corporation shall be the calendar year, provided 
that if a different fiscal year is at any time selected for purposes of 
federal income taxes, the fiscal year shall be the year so selected.

                                SECTION 9.  SEAL

      The seal of the Corporation, if any, shall consist of the name of the 
Corporation and the state of its incorporation.

                            SECTION 10. INDEMNIFICATION
10.1  DIRECTORS AND OFFICERS

      The Corporation shall indemnify its directors and officers to the 
fullest extent not prohibited by law.

10.2  EMPLOYEES AND OTHER AGENTS

      The Corporation shall have the power to indemnify its officers, 
employees and other agents to the fullest extent not prohibited by law.

                                                                         Page 21

<PAGE>

10.3  NO PRESUMPTION OF BAD FAITH

      The termination of any 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 the person reasonably believed to be in or not opposed to the 
best interests of this Corporation, or, with respect to any criminal 
proceeding, that the person had reasonable cause to believe that the conduct 
was unlawful.

10.4  ADVANCES OF EXPENSES

      The expenses incurred by a director or officer in any proceeding shall 
be paid by the Corporation in advance at the written request of the director 
or officer, if the director or officer:

      (A)  Furnishes the Corporation a written affirmation of such person's 
good faith belief that such person is entitled to be indemnified by the 
Corporation; and

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

10.5  ENFORCEMENT

      Without the necessity of entering into an express contract, all rights 
to indemnification and advances under this Bylaw shall be deemed to be 
contractual rights and be effective to the same extent and as if provided for 
in a contract between the Corporation and the director or officer who serves 
in such capacity at any time while this Bylaw and any other applicable law, 
if any, are in effect. Any right to indemnification or advances granted by 
this Bylaw to a director or officer shall be enforceable by or on behalf of 
the person holding such right in any court of competent jurisdiction if 
(a) the claim for indemnification or advances is denied, in whole or in part, 
or (b) no disposition of such claim is made within ninety (90) days of request 
thereof. The claimant in such enforcement action, if successful in whole or 
in part, shall be entitled to be also paid the expense of prosecuting the 
claim. It shall be a defense to any such action (other than an action 
brought to enforce a claim for expenses incurred in connection with any 
proceeding in advance of its final disposition when the required affirmation 
and undertaking have been tendered to the Corporation) that the claimant has 
not met the standards of conduct which makes it 

                                                                         Page 22

<PAGE>

permissible under the law for the Corporation to indemnify the claimant, but 
the burden of proving such defense shall be on the Corporation. Neither the 
failure of the Corporation (including its Board of Directors, independent 
legal counsel or its shareholders) to have made a determination prior to the 
commencement of such action that indemnification of the claimant is proper in 
the circumstances because the claimant has met the applicable standard of 
conduct, nor an actual determination by the Corporation (including its Board 
of Directors, independent legal counsel or its shareholders) that the 
claimant has not met such applicable standard of conduct, shall be a defense 
to the action or create a presumption that the claimant has not met the 
applicable standard of conduct.

10.6  NONEXCLUSIVITY OF RIGHTS

      The rights conferred on any person by this Bylaw shall not be exclusive 
of any other right which such person may have or hereafter acquire under any 
statute, provision of articles of incorporation, bylaws, agreement, vote of 
shareholders or disinterested directors or otherwise, both as to action in 
the person's official capacity and as to action in another capacity while 
holding office. The Corporation is specifically authorized to enter into 
individual contracts with any or all of its directors, officers, employees or 
agents respecting indemnification and advances to the fullest extent not 
prohibited by law.

10.7  SURVIVAL OF RIGHTS

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

10.8  INSURANCE

      To the fullest extent not prohibited by law, the Corporation, upon 
approval by the Board of Directors, may purchase insurance on behalf of any 
person required or permitted to be indemnified pursuant to this Bylaw.


10.9  AMENDMENTS TO LAW

      For purposes of this Bylaw, the meaning of "law" within the phrase "to 
the fullest extent not prohibited by law" shall include, but not be limited 
to, the Oregon Business Corporation Act, as the same exists on the date 
hereof or as it may be amended; provided, however, that in the case of any 
such amendment, such amendment shall apply only to the extent that it permits 
the Corporation to provide

                                                                         Page 23

<PAGE>

broader indemnification rights than the Act permitted the Corporation to 
provide prior to such amendment.

10.10 SAVINGS CLAUSE

      If this Bylaw or any portion hereof shall be invalidated on any ground 
by any court of competent jurisdiction, the Corporation shall indemnify each 
director, officer or other agent to the fullest extent permitted by any 
applicable portion of this Bylaw that shall not have been invalidated, or by 
any other applicable law.

10.11 CERTAIN DEFINITIONS

      For the purposes of this Section, the following definitions shall apply:

      (a)  The term "proceeding" shall be broadly construed and shall 
include, without limitation, the investigation, preparation, prosecution, 
defense, settlement and appeal of any threatened, pending or completed 
action, suit or proceeding, whether brought in the right of the Corporation 
or otherwise and whether civil, criminal, administrative or investigative, in 
which the director or officer may be or may have been involved as a party or 
otherwise by reason of the fact that the director or officer is or was a 
director or officer 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.

      (b)  The term "expenses" shall be broadly construed and shall include, 
without limitation, all costs, charges and expenses (including fees and 
disbursements of attorneys, accountants and other experts) actually and 
reasonably incurred by a director or officer in connection with any 
proceeding, all expenses of investigations, judicial or administrative 
proceedings or appeals, and any expenses of establishing a right to 
indemnification under these Bylaws, but shall not include amounts paid in 
settlement, judgments or fines.

      (c)  "Corporation" shall mean THRUSTMASTER, INC. and any successor 
corporation thereof.

      (d)  Reference to a "director," "officer," "employee" or "agent" of the 
Corporation shall include, without limitation, situations where such person 
is serving at the request of the Corporation as a director, officer, 
employee, trustee or agent of another corporation, partnership, joint 
venture, trust or other enterprise.

      (e)  References to "other enterprises" shall include employee benefit 
plans. References to "fines" shall include any excise taxes assessed on a 
person with respect 

                                                                         Page 24

<PAGE>

to any employee benefit plan. References to "serving at the request of the 
Corporation" shall include any service as a director, officer, employee or 
agent of the Corporation which imposes duties on, or involves services by, 
such director, officer, employee or agent with respect to an employee benefit 
plan, its participants, or beneficiaries. A person who acted in good faith 
and in a manner the person reasonably believed to be in the interest of the 
participants and beneficiaries of an employee benefit plan shall be deemed to 
have acted in a manner "not opposed to the best interests of the Corporation" 
as referred to in this Bylaw.

                     SECTION 11.  AMENDMENTS

      These Bylaws may be altered, amended or repealed and new Bylaws may be 
adopted by the Board at any regular or special meeting of the Board. The 
shareholders may also make, alter, amend and repeal the Bylaws of the 
Corporation. The shareholders, in amending or repealing a particular Bylaw, 
may provide expressly that the Board may not amend or repeal that Bylaw. All 
Bylaws made by the Board may be amended, repealed, altered or modified by the 
shareholders.

      The foregoing Amended and Restated Bylaws were adopted by the Board of 
Directors of the Corporation on January 21, 1997.



                                          /s/ Kent E. Koski
                                      -------------------------
                                              Secretary

                                                                         Page 25