<PAGE>

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           QUALITY FOOD CENTERS, INC.

                                    ARTICLE I

                     REGISTERED OFFICE AND REGISTERED AGENT

     The registered office of the Corporation shall be located in the State of
Washington at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office.  A registered agent so appointed shall consent to appointment in writing
and such consent shall be filed with the Secretary of State of the State of
Washington.

     If a registered agent changes the street address of the agent's business
office, the registered agent may change the street address of the registered
office of the Corporation by notifying the Corporation in writing of the change
and signing, either manually or in facsimile, and delivering to the Secretary of
State for filing a statement of such change, as required by law.

     The Corporation may change its registered agent at any time upon the filing
of an appropriate notice with the Secretary of State, with the written consent
of the new registered agent either included in or attached to such notice.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

     1.   MEETING PLACE.  All meetings of the shareholders shall be held,
pursuant to proper notice as set forth in Article II Section 5 of these Bylaws,
at the principal executive office of the Corporation, or at such other place as
shall be determined from time to time by the Board of Directors.

     2.   ANNUAL MEETING TIME.  The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year not later than the end
of the fifth month following the end of the fiscal year, with the Board of
Directors to determine the exact date in each year.


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     3.   ANNUAL MEETING - ORDER OF BUSINESS.  At the annual meeting of
shareholders, the order of business shall be as follows:

          (a)  Call to order.
          (b)  Proof of notice of meeting (or filing of waiver).
          (c)  Reading of minutes of last annual meeting.
          (d)  Reports of officers.
          (e)  Reports of committees.
          (f)  Election of directors.
          (g)  Other business.

     4.   SPECIAL MEETINGS.  Special meetings of the shareholders for any
purpose may be called only as provided in the Articles of Incorporation. 
Special shareholders' meetings shall be held at the Corporation's principal
executive office or at such other place as shall be identified in the notice of
such meeting.

     5.   NOTICE.

          (a)  Except as provided in subsection (c) hereunder, notice of the
date, time and place of the annual meeting of shareholders shall be given by
delivering personally or by mailing a written or printed notice of the same, at
least ten days, and not more than sixty days, prior to the meeting to each
shareholder of record entitled to vote at such meeting.

          (b)  Except as provided in subsection (c) hereunder, written or
printed notice of each special meeting of shareholders shall be given at least
ten days and not more than sixty days prior to the meeting.  Such notice shall
state the date, time and place of such meeting, and the purpose or purposes for
which the meeting is called, and shall be delivered personally, or mailed to
each shareholder of record entitled to vote at such meeting.

          (c)  Notice of a shareholders' meeting at which the shareholders will
be called to act on an amendment to the articles of incorporation, a plan of
merger or share exchange, a proposed sale of assets other than in the regular
course of business or the dissolution of the Corporation shall be given not
fewer than twenty days and not more than sixty days before the meeting date.

     6.   RECORD DATE.  For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or at any adjournment
thereof, or entitled to receive dividends or distributions, the Board of
Directors shall fix in advance a record date for any such determination of
shareholders, such date to be not more than seventy days and, in 


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case of a meeting of shareholders, not less than ten days prior to the date on
which the particular action requiring such determination of shareholders is to
be taken.

     7.   SHAREHOLDERS' LIST.  After fixing a record date for a shareholders'
meeting, the Corporation shall prepare an alphabetical list of the names of all
its shareholders on the record date who are entitled to notice of a
shareholders' meeting.  Such list shall be arranged by voting group, and within
each voting group by class or series of shares, and show the address of and
number of shares held by each shareholder.  The shareholders' list shall be kept
on file at the registered office of the Corporation for a period beginning ten
days prior to such meeting and shall be kept open at the time and place of such
meeting for the inspection by any shareholder, or any shareholder's agent or
attorney.

     8.   QUORUM.  Except as otherwise required by law, a quorum at any annual
or special meeting of shareholders shall consist of shareholders representing,
either in person or by proxy, a majority of the votes entitled to be cast on the
matter by each voting group.

     9.   VOTING.

          (a)  Except as otherwise provided in the Articles of Incorporation and
subject to the provisions of the laws of the State of Washington, each
outstanding share, regardless of class, is entitled to one vote on each matter
voted-on at a shareholders' meeting.

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

          (c)  Unless otherwise provided in the Articles of Incorporation, in
any election of directors the candidates elected are those receiving the largest
numbers of votes cast by the shares entitled to vote in the election, up to the
number of directors to be elected by such shares.

     10.  PROXIES.  A shareholder may vote either in person or by appointing a
proxy by signing.an appointment form, either personally or by the shareholder's
attorney-in-fact or agent.  An appointment of a proxy is effective when received
by the person authorized to tabulate votes for the Corporation.  An appointment
of a proxy is valid for eleven months unless a longer period is expressly
provided in the appointment form.


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     11.  WAIVER OF NOTICE.  A written waiver of any notice required to be given
to any shareholder, signed by the person or persons entitled to such notice,
whether before or after the time stated therein for the meeting, shall be deemed
the giving of such notice by the Corporation, provided that such waiver has been
delivered to the Corporation for inclusion in the minutes or filing with the
Corporation's records.  A shareholder's attendance at a meeting waives any
notice required, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting.

                                   ARTICLE III

                                 SHARES OF STOCK

     1.   ISSUANCE OF SHARES.  No shares of the Corporation shall be issued
unless authorized by the Board of Directors.  Such authorization shall include
the number of shares to be issued, the consideration to be received and a
statement regarding the adequacy of the consideration.

     2.   CERTIFICATES.  Certificates, certificates of stock shall be issued in
numerical order, and each shareholder shall be entitled to a certificate signed,
either manually or in facsimile, by the President or a Vice President, and the
Secretary, and such certificate may bear the seal of the Corporation or a
facsimile thereof.  If an officer who has signed or whose facsimile signature
has been placed upon such certificate ceases to be such officer before the
certificate is issued, it may be issued by the Corporation with the same effect
as if the person were an officer on the date of issue.

     At a minimum each certificate of stock shall state:

          (a)  the name of the Corporation;

          (b)  that the Corporation is organized under the
laws of the State of Washington;

          (c)  the name of the person to whom the certificate is issued;

          (d)  the number and class of shares and the designation of the series,
if any, the certificate represents; and

          (e)  if the Corporation is authorized to issue different classes of
shares or different series within a class, the designations, relative rights,
preferences and limitations applicable to each class and the variations in
rights, preferences and limitations determined for each series, and the


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<PAGE>

authority of the Board of Directors to determine variations for future series,
must be summarized either on the front or back of the certificate. 
Alternatively, the certificate may state conspicuously on its front or back that
the Corporation will furnish the shareholder this information without charge on
request in writing.

     In case of any mutilation, loss or destruction of any certificate of stock,
another certificate may be issued in its place on proof of such mutilation, loss
or destruction.  The Board of Directors may impose conditions on such issuance
and may require the giving of a satisfactory bond or indemnity to the
Corporation in such sum as it might determine or establish such other procedures
as it deems necessary or appropriate.

     3.   TRANSFERS.

          (a)  Transfers of stock shall be made only upon the stock transfer
records of the Corporation, which records shall be kept at the registered office
of the Corporation or at its principal place of business, or at the office of
its transfer agent or registrar.  The Board of Directors may, by resolution,
open a share register in any state of the United States, and may employ an agent
or agents to keep such register and to record transfers of shares therein.

          (b)  Shares of certificated stock shall be transferred by delivery of
the certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from certificate, or by a
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate.  No shares of certificated stock shall be
transferred on the records of the Corporation until the outstanding certificates
therefor have been surrendered to the Corporation or to its transfer agent or
registrar.

     4.   SHARES OF ANOTHER CORPORATION.  Shares owned by the Corporation in
another Corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

     1.   NUMBER AND POWERS; VACANCIES.

          (a)  The management of all the affairs, property and interests of the
Corporation shall be vested in a Board of Directors.  In addition to the powers
and authorities expressly conferred upon it by these Bylaws and by the Articles
of 


                                       -5-

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Incorporation, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts as are not prohibited by statute or by
the Articles of Incorporation or by these Bylaws or as directed or required to
be exercised or done by the shareholders.

          (b)  The Board of Directors shall consist of not less than two persons
and not more than nine persons, as determined by resolution from time to time by
the Board of Directors.  Directors need not be Shareholders or residents of the
State of Washington.

          (c)  The number of directors may at any time be increased or decreased
by amendment to these Bylaws by resolution of either the shareholders or
directors at any annual or special meeting; PROVIDED, that no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director, except as provided in Section 3 of this Article IV.

          (d)  Except as provided in the Articles of Incorporation, all
vacancies in the Board of Directors, whether caused by resignation, death or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors in office though less than a quorum of the Board of Directors.  A
director elected to fill a vacancy shall hold office until the next
shareholders' meeting at which directors are elected and until his or her
successor is elected and qualified.  Any directorship to be filled by reason of
an increase in the number of directors may be filled by the Board of Directors
for a term of office continuing only until the next election of directors by the
shareholders and until his or her successor is elected and qualified.

     2.   GENERAL STANDARDS FOR DIRECTORS.

          (a)  A director shall discharge the duties of a director, including
duties as a member of a committee:

               (i)  in good faith;

               (ii) with the care an ordinary prudent person in a like position
would exercise under similar circumstances; and

               (iii)     in a manner the director reasonably believes to be in
the best interests of the Corporation.

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


                                       -6-

<PAGE>

     4.   REGULAR MEETINGS.  Regular meetings of the Board of Directors or any
committee may be held without notice at the principal place of business of the
Corporation or at such other place or places, either within or without the State
of Washington, as the Board of Directors or such committee, as the case may be,
may from time to time designate.  The annual meeting of the Board of Directors
shall be held without notice immediately after adjournment of the annual meeting
of shareholders.

     5.   SPECIAL MEETINGS.

          (a)  Special meetings of the Board of Directors may be called at any
time by the Chairman, President, Secretary or any two directors to be held at
the principal place of business of the Corporation or at such other place or
places as the Board of Directors or the person or persons calling such meeting
may from time to time designate.  Notice of all special meetings of the Board of
Directors, stating the date, time and place thereof, shall be given at least two
days prior to the date of the meeting, in accordance with the provisions set
forth in Article VII of these Bylaws.  Such notice need not specify the business
to be transacted at, or the purpose of, the meeting.

          (b)  Special meetings of any committee of the Board of Directors may
be called at any time by such person or persons and with such notice as shall be
specified for such committee by the Board of Directors, or in the absence of
such specification, in the manner and with the notice required for special
meetings of the Board of Directors.

     6.   WAIVER OF NOTICE.  A director may waive any notice required by law, by
the Articles of Incorporation or by these Bylaws before or after the time stated
for the meeting, and such waiver shall be equivalent to the giving of such
notice.  Such waiver must be in writing, signed by the director entitled to such
notice and delivered to the Corporation for inclusion in the minutes or filing
with the corporate records.  A director's attendance at or participation in a
meeting shall constitute a waiver of any required notice to the director of the
meeting unless the director at the beginning of the meeting, or promptly upon
the director's arrival, objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to action taken at the
meeting.

     7.   QUORUM.  Except as otherwise provided by law:

          (a)  A majority of the full Board of Directors shall be necessary at
all meetings to constitute a quorum for the transaction of business.


                                       -7-

<PAGE>

          (b)  If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors.

     8.   REGISTERING DISSENT.  A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken is deemed to
have assented to such action unless:

          (a)  the director objects at the beginning of the meeting, or promptly
upon the director's arrival, to the holding of, or transaction of business at,
the meeting;

          (b)  the director's dissent or abstention from the action is entered
in the minutes of the meeting; or

          (c)  the director delivers written notice of the director's dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the Corporation within a
reasonable time after adjournment of the meeting.  The right to dissent or
abstain is not available to a director who voted in favor of the action taken.

     9.   ACTION BY DIRECTORS WITHOUT A MEETING.

          (a)  Any action required or permitted to be taken at a meeting of the
Board of Directors, or of a committee thereof, may be taken without a meeting if
the action is taken by all members of the Board of Directors.  The action must
be evidenced by one or more written consents setting forth the action taken,
signed by each of the directors, or by each of the members of the committee, as
the case may be, either before or after the action taken, and delivered to the
Corporation for inclusion in the minutes or filing with the Corporation's
records.

          (b)  Action taken under this section is effective when the last
director signs the consent, unless the consent specifies a later effective date.

     10.  PARTICIPATION BY MEANS OF COMMUNICATIONS EQUIPMENT.  Any or all
directors may participate in a regular or special meeting of the Board of
Directors (or of a committee thereof) by, or may conduct the meeting through the
use of, any means of communication by which all directors participating can hear
each other during the meeting.

     11.  COMMITTEES.

          (a)  The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its members an Executive
Committee and one or more other 


                                       -8-

<PAGE>

standing or special committees.  Each committee must have two or more members
who serve at the pleasure of the Board of Directors.  The Executive Committee
shall have and may exercise all of the authority of the Board of Directors, and
other standing or special committees may be invested with such powers, subject
to such conditions as the Board of Directors shall see fit; PROVIDED, that no
committee shall have the authority to:

               (i)  authorize or approve a distribution except according to a
general formula or method prescribed by the Board of Directors;

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

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

               (iv) amend the Articles of Incorporation;

               (v)  adopt, amend or repeal these Bylaws;

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

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

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

          (c)  The creation of, delegation of authority to or action by a
committee does not alone constitute compliance by a director with the standards
of conduct required by the Washington Business Corporation Act and these Bylaws.

     12.  REMUNERATION.  No stated salary shall be paid directors, as such, for
their service, but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or of a committee thereof; provided,
that nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.


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<PAGE>

                                    ARTICLE V

                                    OFFICERS

     1.   DESIGNATIONS.  The officers of the Corporation shall be a Chairman, a
President, a Secretary and, at the discretion of the Board of Directors, one or
more Vice-Presidents (one or more of whom may be Executive Vice-Presidents), a
Treasurer, Assistant Secretaries and Assistant Treasurers.  The Board of
Directors shall appoint all officers.  Any two or more offices may be held by
the same individual.

     2.   APPOINTMENT AND TERM OF OFFICE.  The officers of the Corporation shall
be appointed annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders.  Each
officer shall hold office until a successor shall have been appointed and
qualified, or until such officer's earlier death, resignation or removal.

     3.   POWERS AND DUTIES.  If the Board appoints persons to fill the
following positions, such officers shall have the power and duties set forth
below:

          (a)  THE CHAIRMAN:  The Chairman shall have general control and
management of the Board of Directors and may also be the chief executive officer
of the Corporation.  Except where by law the signature of the President is
required, the Chairman shall possess the same power as the President to sign all
certificates, contracts and other instruments of the Corporation.  During the
absence or disability of the President, the Chairman shall exercise all the
powers and discharge all of the duties of the President.  He shall preside at
all meetings of the Board of Directors at which he is present; and, in his
absence, the President shall preside at such meetings.  He shall have such other
powers and perform such other duties as from time to time may be conferred or
imposed upon him by the Board of Directors.

          (b)  THE PRESIDENT:  The President of the Corporation shall be the
chief executive officer of the Corporation, unless such position is held by the
Chairman.  During the absence or disability of the Chairman, he shall exercise
all of the powers and discharge all of the duties of the Chairman.  He shall be
generally responsible for the proper conduct of the business of the Corporation.
He shall possess power to sign all certificates, contracts and other instruments
of the Corporation.  He shall preside at all meetings of the shareholders and,
in the absence of the Chairman of the Board of Directors.  He shall perform all
such other duties as are incident to his office or are properly required of him
by the Board of Directors.


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          (c)  VICE PRESIDENT:  During the absence or disability of the
President, the Executive Vice-Presidents, if any, and the Vice-Presidents in the
order designated by the Board of Directors, shall exercise all the functions of
the President.  Each Vice-President shall have such powers and discharge such
duties as may be assigned to him from time to time by the Board of Directors.

          (d)  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall issue
notices for all meetings, except for notices for special meetings of the
shareholders and special meetings of the directors which are called by the
requisite number of shareholders or directors, shall keep minutes of all
meetings, shall have charge of the seal and the corporate books, and shall make
such reports and perform such other duties as are incident to his office, or are
properly required of him by the Board of Directors.  The Assistant Secretary, or
Assistant Secretaries in order designated by the Board of Directors, shall
perform all of the duties of the Secretary during the absence or disability of
the Secretary, and at other times may perform such duties as are directed by the
President or the Board of Directors.

          (e)  THE TREASURER:  The Treasurer shall have the custody of all
moneys and securities of the Corporation and shall keep regular books of
account.  He shall disburse the funds of the Corporation in payment of the just
demands against the Corporation or as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the Board of
Directors from time to time as may be required of him an account of all his
transactions as Treasurer and of the financial condition of the Corporation.  He
shall perform such other duties incident to his office of that are properly
required of him by the Board of Directors.  The Assistant Treasurer, or
Assistant Treasurers in the order designated by the Board of Directors, shall
perform all of the duties of the Treasurer in the absence or disability of the
Treasurer, and at other times may perform such other duties as are directed by
the President or the Board of Directors.

     4.   STANDARDS OF CONDUCT FOR OFFICERS.

          (a)  An officer with discretionary authority shall discharge such
officer's duties under that authority:

               (i)  in good faith;

               (ii) with the care an ordinary prudent person in a like position
would exercise under similar circumstances; and


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<PAGE>

               (iii)     in a manner the officer reasonably believes to be in
the best interests of the Corporation.

     5.   DELEGATION.  In the case of absence or inability to act of any officer
of the Corporation and of any person herein authorized to act in such officer's
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any director or other person whom
it may in its sole discretion select.

     6.   VACANCIES.  Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.
The appointee shall hold office for the unexpired term and until his successor
is duly elected and qualified.

     7.   OTHER OFFICERS.  The Board of Directors, or a duly appointed officer
to whom such authority has been delegated by Board resolution, may appoint such
other officers and agents as it shall deem necessary or expedient, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors.

     8.   RESIGNATION.  An officer may resign at any time by delivering notice
to the Corporation.  Such notice shall be effective when delivered unless the
notice specifies a later effective date.  Any such resignation shall not affect
the Corporation's contract rights, if any, with the officer.

     9.   REMOVAL.  Any officer elected or appointed by the Board of Directors
may be removed at any time, with or without cause, by the affirmative vote of a
majority of the whole Board of Directors, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

     10.  BONDS.  The Board of Directors may, by resolution, require any and all
of the officers to give bonds to the Corporation, with sufficient surety or
sureties, conditioned for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.

                                   ARTICLE VI

                            DISTRIBUTIONS AND FINANCE

     1.   DISTRIBUTIONS.  The Board of Directors may authorize and the
Corporation may make distributions to its shareholders; provided that no
distribution may be made if, after giving it effect, either:


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<PAGE>

          (a)  The Corporation would not be able to pay its debts as they become
due in the usual course of business; or

          (b)  The Corporation's total assets would be less than the sum of its
total liabilities plus the amount which would be needed, if the Corporation were
to be dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are superior
to those receiving the distribution.

     The Board of Directors may authorize distributions to holders of record at
the close of business on any business day prior to the date on which the
distribution is made.  If the Board of Directors does not fix a record date for
determining shareholders entitled to a distribution, the record date shall be
the date on which the Board of Directors authorizes the distribution.

     2.   MEASURE OF EFFECT OF A DISTRIBUTION.  For purposes of determining
whether a distribution may be authorized by the Board of Directors and paid by
the Corporation under Article VI, Section 1 of these Bylaws, the effect of the
distribution is measured:

          (a)  In the case of a distribution of indebtedness, the terms of which
provide that payment of principal and interest are made only if and to the
extent that payment of a distribution to shareholders could then be made under
this section, each payment of principal or interest is treated as a
distribution, the effect of which is measured on the date the payment is
actually made; or

          (b)  In the case of any other distribution:

               (i)  if the distribution is by purchase, redemption, or other
acquisition of the Corporation's shares, the effect of the distribution is
measured as of the earlier of the date any money or other property is
transferred or debt incurred by the Corporation, or the date the shareholder
ceases to be a shareholder with respect to the acquired shares;

               (ii) if the distribution is of an indebtedness other than
described in subsection 2(a) and (b)(i) of this section, the effect of the
distribution is measured as of the date the indebtedness is distributed; and

               (iii)     in all other cases, the effect of the distribution is
measured as of the date the distribution is authorized if payment occurs within
120 days after the date of authorization, or the date the payment is made if it
occurs more than 120 days after the date of authorization.


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<PAGE>

     3.   DEPOSITORIES.  The monies of the Corporation shall be deposited in the
name of the Corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.

                                   ARTICLE VII

                                     NOTICES

     Except as may otherwise be required by law, any notice to any shareholder
or director must be in writing and may be transmitted by: mail, private carrier
or personal delivery; telegraph or teletype; or telephone, wire or wireless
equipment which transmits a facsimile of the notice.  Written notice by the
Corporation to its shareholders shall be deemed effective when mailed if mailed
with first-class postage,prepaid and correctly addressed to the shareholder's
address shown in the Corporation's current record of shareholders.  Except as
set forth in the previous sentence, written notice shall be deemed effective at
the earliest of the following: (i) when received; (ii) five days after its
deposit in the United States mail, as evidenced by the postmark, if mailed with
first-class postage, prepaid and correctly addressed; or (iii) on the date shown
on the return receipt, if sent by registered or certified mail, return receipt
requested, and receipt is signed by or on behalf of the addressee.

                                  ARTICLE VIII

                                      SEAL

     The Corporation may adopt a corporate seal which seal shall be in such form
and bear such inscription as may be adopted by resolution of the Board of
Directors.

                                   ARTICLE IX

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

     1.   DEFINITIONS.  For purposes of this Article:

          (a)  "Corporation" includes any domestic or foreign predecessor entity
of the Corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

          (b)  "Director" means an individual who is or was a director of the
Corporation or an individual who, while a 


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<PAGE>

director of the Corporation, is or was serving at the Corporation's request as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise.  A director is considered to be serving an employee benefit
plan at the Corporation's request if the director's duties to the Corporation
also impose duties on, or otherwise involve services by, the director to the
plan or to participants in or beneficiaries of the plan.  "Director" includes,
unless the context requires otherwise, the estate or personal representative of
a director.

          (c)  "Expenses" include counsel fees.

          (d)  "Liability" means the obligation to pay a
judgment, settlement, penalty, fine, including an excise tax assessed with
respect to an employee benefit plan, or reasonable expenses incurred with
respect to a proceeding.

          (e)  "Official capacity" means: (i) When used with respect to a
director, the office of director in the Corporation; and (ii) when used with
respect to an individual other than a director, as contemplated in Section 8 of
this Article IX, the office in the Corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent on behalf
of the Corporation.  "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise.

          (f)  "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.

          (g)  "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal.

     2.   RIGHT OF INDEMNIFICATION.

          (a)  The Corporation shall indemnify any person (or the estate of any
person) who was or is a party to any proceeding, whether or not brought by or in
the right of the Corporation, by reason of the fact that such person 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 (all
such persons, hereinafter "Agent"), against reasonable expenses incurred by such
person in connection with the proceeding.


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<PAGE>

          (b)  Except as provided in subsection (e) of this Section 2, the
Corporation shall indemnify an individual made a party to a proceeding because
the individual is or was an Agent (as defined above) against liability incurred
in the proceeding if:

               (i)  The individual acted in good faith; and

               (ii) The individual reasonably believed:

                    (A)  In the case of conduct in the individual's official
capacity with the Corporation, that the individual's conduct was in the
Corporation's best interests;

                    (B)  In all other cases, that the individual's conduct was
at least not opposed to the Corporation's best interests; and

               (iii)     In the case of any criminal proceeding, the individual
had no reasonable cause to believe the individual's conduct was unlawful.

          (c)  A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (b)(ii) of this Section 2.

          (d)  The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contenders or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Section.

          (e)  The Corporation shall not indemnify an Agent under this Section
2:

               (i)  In connection with a proceeding by or in the right of the
Corporation in which the Agent was adjudged liable to the Corporation; or

               (ii) In connection with any other proceeding charging improper
personal benefit to the Agent, whether or not involving action in the Agent's
official capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by the Agent.

          (f)  Indemnification under this Article IX, Section 2 in connection
with a proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.


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<PAGE>

     3.   ADVANCE FOR EXPENSES.

          (a)  The Corporation shall pay for or reimburse the reasonable
expenses incurred by an Agent who is a party to a proceeding in advance of final
disposition of the proceeding if:

               (i)  The Agent furnishes the Corporation a written affirmation of
the Agent's good faith belief that the director has met the standard of conduct
described in Section 2 of this Article IX; and

               (ii) The Agent furnishes the Corporation a written undertaking,
executed personally or on the Agent's behalf, to repay the advance if it is
ultimately determined that the Agent did not meet the standard of conduct.

          (b)  The undertaking required by subsection (a)(i) of this Section 3
must be an unlimited general obligation of the Agent but need not be secured and
may be accepted without reference to financial ability to make repayment.

     4.   COURT-ORDERED INDEMNIFICATION.  An Agent of the Corporation who is a
party to a proceeding may apply for indemnification or advance of expenses to
the court conducting the proceeding or to another court of competent
jurisdiction.  on receipt of an application, the court after giving any notice
the court considers necessary, may order indemnification or advance of expenses
if it determines:

          (a)  The Agent is entitled to mandatory indemnification pursuant to
RCW 23B.08.520, in which case the court shall also order the Corporation to pay
the Agent's reasonable expenses incurred to obtain court-ordered
indemnification;

          (b)  The Agent is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not the director met the
standard of conduct set forth in section 2 of this Article IX, or was adjudged
liable as described in Section 2(e) of this Article IX, but if the Agent was
adjudged so liable, the Agent's indemnification is limited to reasonable
expenses incurred; or

          (c)  In the case of an advance of expenses, the Agent is entitled
pursuant to the Articles of Incorporation, Bylaws, or any applicable resolution
or contract, to payment or reimbursement of the Agent's reasonable expenses
incurred as a party to the proceeding in advance of final disposition of the
proceeding.


                                      -17-

<PAGE>

     5.   DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

          (a)  The Corporation shall not indemnify an Agent under this Article
IX unless authorized in the specific case after a determination has been made
that indemnification of the Agent is permissible in the circumstances because
the Agent has met the standard of conduct set forth in Section 2(b) of this
Article IX.

          (b)  The determination shall be made:

               (i)  By the Board of Directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;

               (ii) If a quorum cannot be obtained under (i) of this subsection,
by majority vote of a committee duly designated by the Board of Directors, in
which designation directors who are parties may participate, consisting solely
of two or more directors not at the time parties to the proceeding;

               (iii)     By special legal counsel:

                         (A)  Selected by the Board of Directors or its
committee in the manner prescribed in (i) or (ii) of this subsection; or

                         (B)  If a quorum of the Board of Directors cannot be
obtained under (i) of this subsection and a committee cannot be designated under
(ii) of this subsection, selected by majority vote of the full Board of
Directors, in which selection directors who are parties may participate; or

               (iv) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not be
voted on the determination.

          (c)  Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection (b)
(iii) of this Section to select counsel.

     6.   INSURANCE.  The Corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer, employee, or agent of
the Corporation, or who, while a director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee, or agent of 


                                      -18-

<PAGE>

another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted against
or incurred by the individual in that capacity or arising from the individual's
status as a director, officer, employee, or agent, whether or not the
Corporation would have power to indemnify the individual against the same
liability under this Article IX.

     7.   INDEMNIFICATION AS A WITNESS.  This Article IX does not limit a
Corporation's power to pay or reimburse expenses incurred by an Agent in
connection with the Agent's appearance as a witness in a proceeding at a time
when the Agent has not been made a named defendant or respondent to the
proceeding.

     8.   REPORT TO SHAREHOLDERS.  If the Corporation indemnifies or advances
expenses to a director pursuant to this Article IX in connection with a
proceeding by or in the right of the Corporation, the Corporation shall report
the indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.

     9.   SHAREHOLDER AUTHORIZED INDEMNIFICATION.

          (a)  If authorized by a resolution adopted or ratified, before or
after the event, by the shareholders of the Corporation, the Corporation shall
have the power to indemnify or agree to indemnify a director made a party to a
proceeding, or obligate itself to advance or reimburse expenses incurred in a
proceeding, without regard to the limitations contained in this Article IX
(other than this Section 9); provided that no such indemnity shall indemnify any
director from or on account of:

               (i)  Acts or omissions of the director finally adjudged to be
intentional misconduct or a knowing violation of law;

               (ii) Conduct of the director finally adjudged to be an unlawful
distribution under RCW 23B.08.310; or

               (iii)     Any transaction with respect to which it was finally
adjudged that such director personally received a benefit in money, property, or
services to which the director was not legally entitled.

          (b)  Unless a resolution adopted or ratified by the shareholders of
the Corporation provides otherwise, any determination as to any indemnity or
advance of expenses under subsection (a) of this Section 9 shall be made in
accordance with Section 5 of this Article IX.

     10.  SAVINGS CLAUSE.  If this Article IX or any portion thereof shall be
invalidated on any ground by any court of 


                                      -19-

<PAGE>

competent jurisdiction, the Corporation shall nevertheless indemnify each Agent
as to expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any proceeding whether or not brought by or in the
right of the Corporation, to the full extent permitted by any applicable portion
of this Article IX that shall not have been invalidated, or by any other
applicable law.

                                    ARTICLE X

                                BOOKS AND RECORDS

     The Corporation shall maintain appropriate accounting records and shall
keep as permanent records minutes of all meetings of its shareholders and Board
of Directors, a record of all actions taken by the shareholders or the Board of
Directors without a meeting and a record of all actions taken by a committee of
the Board of Directors.  In addition, the Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and class of the shares held by each.  Any books, records and minutes
may be in written form or any other form capable of being converted into written
form within a reasonable time.

     The Corporation shall keep a copy of the following records at its principal
office:

     1.   The Articles or Restated Articles of Incorporation and all amendments
thereto currently in effect;

     2.   The Bylaws or Restated Bylaws and all amendments thereto currently in
effect;

     3.   The minutes of all shareholders' meetings, and records of all actions
taken by shareholders without a meeting, for the past three years;

     4.   Its financial statements for the past three years, including balance
sheets showing in reasonable detail the financial condition of the Corporation
as of the close of each fiscal year, and an income statement showing the results
of its operations during each fiscal year prepared on the basis of generally
accepted accounting principles or, if not, prepared on a basis explained
therein;

     5.   All written communications to shareholders generally within the past
three years;


                                      -20-

<PAGE>

     6.   A list of the names and business addresses of its current directors
and officers; and

     7.   Its most recent annual report delivered to the Secretary of State of
Washington.

                                   ARTICLE XI

                                   AMENDMENTS

     1.   Subject to the Articles of Incorporation:

          (a)  The Board of Directors shall have power to amend or repeal the
Bylaws of, or adopt new bylaws for, the Corporation.  However, any such Bylaws,
or any alteration, amendment or repeal of the Bylaws, may be subsequently
changed or repealed by the holders of a majority of the stock entitled to vote
at any shareholders' meeting.

          (b)  These Bylaws may be amended or repealed by the shareholders in
the manner set forth in Article II Section 9 of these Bylaws at any regular or
special meeting of the shareholders.

     2.   EMERGENCY BYLAWS.  The Board of Directors may adopt emergency Bylaws,
subject to repeal or change by action of the shareholders, which shall be
operative during any emergency in the conduct of the business of the Corporation
resulting from an attack on the United States, any state of emergency declared
by the federal government or any subdivision thereof, or any other catastrophic
event.

     Adopted by resolution of the Corporation's Board of Directors on March 27, 
1995.

                                                     [ sig ]
                                        ----------------------------------------
                                        Marc W. Evanger
                                        Secretary


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