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                                RESTATED
                        ARTICLES OF INCORPORATION
                                   OF
                    FIRST CHOICE HEALTH NETWORK, INC.


Pursuant to RCW 23B.10.070, the undersigned hereby submits restated articles of
incorporation of First Choice Health Network, Inc., adopted by the shareholders
of the corporation in accordance with RCW 23B.10.030.

ARTICLE I

The name of the corporation shall be FIRST CHOICE HEALTH NETWORK, INC.

ARTICLE II

The general nature of the business of the corporation and the objects and
purposes to be transacted, promoted, and carried on by it are as follows:
   A.  To offer and operate an alternative delivery system of comprehensive
       health care claims processing and administrative services and cost-
       effective, quality health care benefits.
   B.  To have and to exercise any and all powers available to business
       corporations under the laws of the State of Washington.
   C.  To transact any and all lawful business for which business corporations
       may be organized under the laws of the State of Washington.

ARTICLE III

The corporation shall have perpetual existence.

ARTICLE IV

The corporation shall have the authority to issue 30,000 shares of Class A
common stock (with a par value of $1.00 per share) and 70,000 shares of Class B
common stock (with a par value of $1.00 per share).  The aggregate number of
the authorized shares of the corporation shall be 100,000.

Class A common stock shall only be issued to and held by (a) physicians who are
licensed in the State of Washington, who provide health care services pursuant
to a contract with the corporation, who hold active, associate or provisional
medical staff privileges at one or more of the hospitals which contract with
the corporation to provide health care services, or (b) (at the election of the
President of the corporation) professional service corporations consisting of
such physicians.  Class B common stock shall only be issued to and held by
hospitals which are licensed in the State of Washington and which contract with
the corporation to provide health care services.

Voting shall be by class.  Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.

The Board of Directors may declare and pay dividends on the shares of one
or more of the classes of common stock of the corporation at such times and in
such amounts as the Board may from time to time designate.  Dividends allocated
to a class shall be divided among the shareholders of that class according to
the number of shares in the name of each such shareholder on the books of the
corporation.

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Upon liquidation or dissolution, whether voluntary or involuntary, the assets
of the corporation available for distribution to shareholders shall be
distributed to each class of shareholders based on the net book value of each
class's shares as determined by the Board of Directors at the beginning of the
fiscal year during which the liquidation or dissolution occurs.

ARTICLE V

The number of directors of this corporation shall be fixed as provided for by
the bylaws of this corporation.

ARTICLE VI

Cumulative voting shall not be allowed.

One or more directors or the entire Board of Directors may be removed, with or
without cause, by the shareholders at a meeting of the shareholders called
expressly for that purpose, provided, however, that the holders of at least 75%
of the outstanding shares of each class vote affirmatively to do so.

No shareholder may sell, transfer, bequeath, or otherwise assign his/her shares
in the corporation except to the corporation for repurchase at a price equal to
twenty percent (20%) (or, in the case of a physician shareholder who has died,
retired from the practice of medicine after having reached the age of 60 years,
or ceased the practice of medicine because of a permanent disability, one
hundred percent (100%) of the net book value of his/her shares as determined by
the Board of Directors at the beginning of the fiscal year during which the
transfer is made.

The power to amend these Articles of Incorporation shall require approval by a
majority vote of all of the outstanding shares of each class of shareholders of
the corporation entitled to vote on the amendment.

Approval of a share exchange, merger or sale of all or substantially all of the
assets of the corporation shall require approval by a majority vote of all of
the outstanding shares of each class of shareholders of the corporation
entitled to vote.

The presence, in person or by duly authorized proxy, of the holders of thirty-
three percent (33%) of the outstanding shares of Class A common stock entitled
to vote at the meeting and of a majority of the outstanding shares of any other
class entitled to vote at the meeting shall constitute a quorum for the
transaction of business at a meeting of the shareholders.

The power to amend the bylaws of the corporation shall be vested in the Board
of Directors of the corporation, and shall require an affirmative vote of two-
thirds of the directors present at any meeting at which a quorum is present as
provided for in the bylaws of the corporation, provided that such an
affirmative vote must include an affirmative vote of a majority of those
directors present representing class A shareholders and a majority of those
directors present representing Class B shareholders.

The exact number, qualifications, terms of office, time and place of meeting
and powers and duties of the Board of Directors of this corporation shall be as
fixed or prescribed by the bylaws of this corporation.



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ARTICLE VII

Shareholders shall have no preemptive right to acquire additional shares of the
corporation.

ARTICLE VIII

  A.  Limitation of Liability of a Director.  Except to the extent otherwise
      required by applicable law (as it exists on the effective date of this
      article or may be amended from time to time), no present or future
      director of the corporation shall be personally liable to the corporation
      or its shareholders for monetary damages for any conduct as a director
      occurring after the effective date of this article.  No amendment to or
      repeal of this section shall adversely affect any right of protection of
      a director of the corporation with respect to any acts or omissions of
      such director occurring after the date of the adoption of this article
      and prior to such amendment or repeal of this section.

  B.  Indemnification of Directors and of Officers, Employees, and Agents Who
      Are or Were Also Directors.  The corporation shall indemnify any director
      (whether or not also an officer, employee, or agent of the corporation)
      made a party to a proceeding because of such director's association with
      the corporation against any liability or expenses incurred by such
      individual in such proceeding, to the full extent allowed by the law that
      is in effect with respect to the particular indemnification.

  C.  Indemnification of Officers, Employees, and Agents Who Are or Were Not
      Directors.  By means of a bylaw, a general or specific resolution of the
      Board of Directors, or a contract specifically approved by the Board of
      Directors, the corporation may indemnify an officer, employee, or agent,
      who is not entitled to indemnification under section B of this article,
      to such degree as the Board of Directors determines to be reasonable and
      appropriate, to be allowable under applicable law and to be in the best
      interests of the corporation.  This paragraph shall not limit any
      entitlement of an officer, employee, or agent to mandatory or court-
      ordered indemnification under any applicable law.

  D.  Notice.  Any indemnification of a director in accordance with this
      article shall be reported to the Board of Directors (and to the
      shareholders to the extent required by applicable law) in a written
      report describing the proceeding and the nature and extent of such
      indemnification.

  E.  Advances.  Reasonable expenses incurred by a director or officer (whether
      or not the officer is also a director) who is involved in any capacity in
      a proceeding by reason of position held by such individual in the
      corporation or at the request of the corporation in another corporation
      or business entity, shall be advanced by the corporation to the full
      extent allowed by the law in effect at the time of the particular
      advancement.  Provided, that with respect to any proceeding in which the
      director or officer has been made a party, the director or officer shall
      first promise in a writing delivered to the corporation to repay all
      amounts advanced by the corporation in the event that it is later
      determined that such director or officer is not entitled to be so
      indemnified.



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      Provided further, that the director or officer shall also
      first affirm in a writing delivered to the corporation that such director
      or officer honestly believes that he has met the standards of conduct
      which would make the requested advancement of expenses allowable under
      this article and under the law in effect at the time that the advancement
      is requested.

      Reasonable expenses incurred by an employee or agent who is not also a
      director or officer of the corporation but who is involved in any
      capacity in a proceeding by reason of the position held by such
      individual in the corporation or at the request of the corporation in
      another corporation, partnership, joint venture, trust, employee benefit
      plan, or other enterprise may be, but is not required to be, advanced by
      the corporation prior to the final disposition of such proceeding to the
      full extent allowed by the law that is in effect at the time of the
      advancement.  Provided, however, that the corporation shall not advance
      any such funds to such employee or agent with respect to any proceeding
      in which the employee or agent has been made a party, unless the employee
      or agent first promises in a writing delivered to the corporation to
      repay all amounts advanced by the corporation in the event that it is
      later determined that such employee or agent acted intentionally in a
      manner which such employee or agent knew or should have known was
      contrary to the best interests of the corporation or was criminal.
      Provided further, that the employee or agent also must furnish the
      corporation with a written affirmation that the employee or agent has met
      the standards of conduct which may be established by the Board of
      Directors for the particular advancement and which would make the
      advancement allowable under the law in effect at the time the advancement
      is requested.

  F.  Insurance.  The corporation may purchase and maintain insurance on behalf
      of any person who is a director, officer, employee, or agent of the
      corporation, or who is serving at the request or consent of the
      corporation as a director, partner, trustee, officer, employee, or agent
      of another corporation, partnership, joint venture, trust, employee
      benefit plan, or other enterprise, against any liability incurred by such
      person as a direct or indirect result of such person's status, whether or
      not the corporation would have the power to indemnify such person against
      such liability under the provisions of this article.  In addition, the
      corporation may enter into contracts with any director, officer,
      employee, or agent of the corporation in furtherance of the provisions of
      this article and may create a trust fund, grant a security interest, or
      use other means (including, without limitation, a letter of credit) to
      ensure the payment of such amounts as may be necessary or desirable to
      effect the indemnification and advances contemplated in this article.

  G.  Designation of Counsel.  The Board of Directors of the corporation shall
      have the right to designate the counsel who shall defend any individual
      who may be entitled to indemnification, to approve any settlement, and to
      approve in advance any expense.

  H.  Consistency With Applicable Law; Survival of Benefits.  The right to
      indemnification and limitation of liability conferred by this article
      shall be interpreted to conform with, and shall not create any right that
      is not permissible under, applicable law, as presently in effect and as
      hereafter amended.


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      To the full extent allowed by applicable law, the right to
      indemnification and limitation of liability conferred by this article
      shall continue as to a person who has ceased to be a director and shall
      inure to the benefit of the estate, heirs, executors, and administrators
      of a director.

  I.  Nonexclusivity of Rights.  The rights conferred in this article shall not
      be exclusive of any other rights which any person may have or acquire
      under any applicable law, the articles of incorporation, the bylaws of
      the corporation, a vote of the Board of Directors, or the shareholders of
      the corporation, or otherwise.  Without limiting the generality of the
      preceding sentence, this section shall specifically not limit the ability
      of the corporation to reimburse expenses incurred by an individual in
      connection with his or her appearance as a witness in his or her official
      capacity when he or she has not been made a named defendant or respondent
      in the proceeding.

  J.  Definitions.  Except where their context requires otherwise, the terms
      "director," "expenses," "liability," "official capacity," "party," and
      "proceeding" shall have the meanings given by the laws (as presently in
      effect and as amended from time to time) of the State of Washington
      relating to corporate indemnification.



I certify under penalties of perjury under the laws of the State of Washington
that the foregoing is true and correct.

Executed at Seattle, Washington on June 26, 2003.

FIRST CHOICE HEALTH NETWORK, INC.



    /s/
By:-------------------------------
Gary R. Gannaway, President and Chief Executive Officer