AMENDED AND RESTATED BYLAWS
                                       OF
                                MICROVISION, INC.


                                    SECTION 1

                     SHAREHOLDERS AND SHAREHOLDERS' MEETINGS


          1.1 Annual Meeting. The annual meeting of the shareholders of this
corporation (the "Corporation") for the election of directors and for the
transaction of such other business as may properly come before the meeting shall
be held each year at the principal office of the Corporation, or at some other
place either within or without the State of Washington as designated by the
Board of Directors, on the day and at the time specified in Exhibit A, which is
attached hereto and incorporated herein by this reference, or on such other day
and time as may be set by the Board of Directors. If the specified day is a
Sunday or a legal holiday, then the meeting will take place on the next business
day at the same time or on such other day and time as may be set by the Board of
Directors.

          1.2 Special Meetings. Special meetings of the shareholders for any
purpose or purposes may be called at any time by the Board of Directors, the
Chairman of the Board, the President or a majority of the Board of Directors.
Further, a special meeting of the shareholders shall be held if the holders of
not less than 25% of all the votes entitled to be cast on the issue proposed to
be considered at such special meeting have dated, signed and delivered to the
Secretary one or more written demands for such meeting, describing the purpose
or purposes for which it is to be held; provided, however, that upon
qualification of the Corporation as a "public company" under Title 23B RCW, the
percentage of votes required to call a special meeting shall be 30%. The
meetings shall be held at such time and place as the Board of Directors may
prescribe, or, if not held upon the request of the Board of Directors, at such
time and place as may be established by the President or by the Secretary in the
President's absence.

          1.3 Notice of Meetings. Written notice of the place, date and time of
the annual shareholders' meeting and written notice of the place, date, time and
purpose or purposes of special shareholders' meetings shall be delivered not
less than 10 (or, if required by Washington law, 20) nor more than 60 days
before the date of the meeting, either personally, by facsimile, or by mail, or
in any other manner approved by law, by or at the direction of the President or
the Secretary, to each shareholder of record entitled to notice of such meeting.
Mailed notices shall be deemed to be delivered when deposited in the mail,
first-class postage prepaid, correctly addressed to the shareholder's address
shown in the Corporation's current record of shareholders. Notice given in any
other manner shall be deemed effective when dispatched to the shareholder's
address, telephone number or other number appearing on the records of the
Corporation.

                                        1

          1.4 Waiver of Notice. Except where expressly prohibited by law or the
Amended and Restated Articles of Incorporation, notice of the place, date, time
and purpose or purposes of any shareholders' meeting may be waived in a signed
writing delivered to the Corporation by any shareholder at any time, either
before or after the meeting. Attendance at the meeting in person or by proxy
waives objection to lack of notice or defective notice of the meeting unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting. A shareholder waives objection to
consideration of a particular matter at a meeting that is not within the purpose
or purposes described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.

          1.5 Shareholders' Action Without a Meeting. The shareholders may take
any action without a meeting that they could properly take at a meeting, if one
or more written consents setting forth the action so taken are signed by all of
the shareholders entitled to vote with respect to the subject matter and are
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. If required by Washington law, all nonvoting shareholders
must be given written notice of the proposed action at least 10 days before the
action is taken, unless such notice is waived in a manner consistent with these
Bylaws. Actions taken under this section are effective when all consents are in
the possession of the Corporation, unless otherwise specified in the consent. A
shareholder may withdraw consent only by delivering a written notice of
withdrawal to the Corporation prior to the time that all consents are in the
possession of the Corporation.

          1.6 Telephone Meetings. Shareholders may participate in a meeting of
shareholders by means of a conference telephone or any similar communications
equipment that enables all persons participating in the meeting to hear each
other during the meeting. Participation by such means shall constitute presence
in person at a meeting.

          1.7 List of Shareholders. At least 10 days before any shareholders'
meeting, the Secretary of the Corporation or the agent having charge of the
stock transfer books of the Corpo ration shall have prepared an alphabetical
list of the names of the shareholders on the record date who are entitled to
notice of a shareholders' meeting, arranged by voting group, and within each
voting group, by class or series of shares, and showing the address of and
number of shares held by each shareholder.

          1.8 Quorum and Voting. The presence in person or by proxy of the
holders of a majority of the votes entitled to be cast on a matter at a meeting
shall constitute a quorum of shareholders for that matter. If a quorum exists,
action on a matter shall be approved by a voting group if the votes cast within
a voting group favoring the action exceed the votes cast within the voting group
opposing the action, unless a greater number of affirmative votes is required by
the Amended and Restated Articles of Incorporation or by law. If the Amended and
Restated Articles of Incorporation or Washington law provide for voting by two
or more voting groups on a matter, action on a 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.

                                        2

          1.9 Adjourned Meetings. If a shareholders' meeting is adjourned to a
different place, date or time, whether for failure to achieve a quorum or
otherwise, notice need not be given of the new place, date or time if the new
place, date or time is announced at the meeting before adjournment. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in these Bylaws, that determination shall apply to any
adjournment thereof, unless Washington law requires fixing a new record date. If
Washington law requires that a new record date be set for the adjourned meeting,
notice of the adjourned meeting must be given to shareholders as of the new
record date. Any business may be transacted at an adjourned meeting that could
have been transacted at the meeting as originally called.

          1.10 Proxies. A shareholder may appoint a proxy to vote or otherwise
act for the shareholder by signing an appointment form, either personally or by
an agent. No appointment shall be valid after 11 months from the date of its
execution unless the appointment form expressly so provides. An appointment of a
proxy is revocable unless the appointment is coupled with an interest. No
revocation shall be effective until written notice thereof has actually been
received by the Secretary of the Corporation or any other person authorized to
tabulate votes.

          1.11 Business for Shareholders' Meetings.

               1.11.1 Business at Annual Meetings.

                    (a) In addition to the election of directors, other proper
business may be transacted at an annual meeting of shareholders, provided that
such business is properly brought before such meeting. To be properly brought
before an annual meeting business must be (i) brought by or at the direction of
the Board or (ii) brought before the meeting by a shareholder by inclusion in
the Corporation's proxy statement pursuant to the provisions of Rule 14a-8 under
Section 14 of the Securities Exchange Act of 1934, as amended, or any successor
provision, when and if such Rule is applicable thereto, or if such business is
not so included in the Corporation's proxy statement, only pursuant to written
notice thereof in accordance with subsection 1.12 hereof, and received by the
Secretary not fewer than 60 nor more than 90 days prior to the date of such
annual meeting (or, if less than 60 days' notice or prior public disclosure of
the date of the annual meeting is given or made to the shareholders, not later
than the close of business on the tenth business day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs).

                    (b) Any such shareholder notice shall set forth (i) the name
and address of the shareholder proposing such business; (ii) a representation
that the shareholder is entitled to vote at such meeting; (iii) a statement of
the number of shares of the Corporation which are beneficially owned by the
shareholder and the date upon which such shares were acquired; (iv) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to propose such business; and (v) as to each matter the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting, the language of the proposal (if appropriate), and any
material interest of the shareholder in such business.

                                        3

                    (c) No business shall be conducted at any annual meeting of
shareholders except in accordance with this subsection 1.11.1. If the facts
warrant, the Board, or the chairman of an annual meeting of shareholders, may
determine and declare that (i) a proposal does not constitute proper business to
be transacted at the meeting or (ii) the business was not properly brought
before the meeting in accordance with the provisions of this subsection 1.11.1
and, if, in either case, it is so determined, any such business shall not be
transacted.

               1.11.2 Business at Special Meetings. At any special meeting of
the shareholders, only business within the purpose or purposes described in the
meeting notice required by Section 1.3 may be conducted.

          1.12 Notice to Corporation. Any written notice required to be
delivered by a shareholder to the Corporation pursuant to section 1.2 or section
1.11 hereof must be given, either by personal delivery or by registered or
certified mail, postage prepaid, to the Secretary at the Corporation's principal
office.

                                    SECTION 2

                               BOARD OF DIRECTORS

          2.1 Number and Qualification. The business affairs and property of the
Corporation shall be managed under the direction of a Board of Directors, which
shall consist of not fewer than seven nor more than eleven members. The number
of directors shall be fixed from time to time by resolution of the Board of
Directors. A director need not be a shareholder of the Corporation or a
Washington resident. The Board of Directors also may appoint an advisory board
of unlimited number.

          2.2 Election--Term of Office.

               2.2.1 The directors shall be elected by the shareholders at each
annual shareholders' meeting or at a special shareholders' meeting called for
such purpose.

               2.2.2 The term of office of a director shall commence effective
immediately upon election, unless otherwise specified in a resolution approved
by the shareholders in connection with the election of such director. Directors
shall serve until their successors are elected and qualified or until their
earlier death, resignation or removal from office, or until there is a decrease
in the authorized number of directors; provided, however, that no decrease in
the number of directors shall have the effect of shortening the term of any
incumbent director.

          2.3 Nominations.

               2.3.1 Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations
for the election of directors may be made (a) by or at the direction of the
Board or (b) by any shareholder of record entitled to vote

                                        4

for the election of directors at such meeting; provided, however, that a
shareholder may nominate persons for election as directors only if written
notice (in accordance with section 1.12 hereof) of such shareholder's intention
to make such nominations is received by the Secretary not later than (i) with
respect to an election to be held at an annual meeting of the shareholders, not
fewer than 60 nor more than 90 days prior to the date of such annual meeting
(or, if less than 60 days' notice or prior public disclosure of the date of the
annual meeting is given or made to the shareholders, not later than the close of
business on the tenth business day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made,
whichever first occurs) and (ii) with respect to an election to be held at a
special meeting of the shareholders for the election of directors, the close of
business on the tenth business day following the date on which notice of such
meeting is first mailed to shareholders.

               2.3.2 Any such shareholder's notice shall set forth (a) the name
and address of the shareholder who intends to make a nomination; (b) a
representation that the shareholder is entitled to vote at such meeting; (c) a
statement of the number of shares of the Corporation which are beneficially
owned by the shareholder and the dates upon which such shares were acquired; (d)
a representation that the shareholder intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (e) as to
each person the shareholder proposes to nominate for election or reelection as a
director, the name and address of such person and such other information
regarding such nominee as would be required in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had such nominee
been nominated by the Board, and a description of any arrangements or
understandings between the shareholder and such nominee and any other persons
(including their names), pursuant to which the nomination is to be made; and (f)
the consent of each such nominee to serve as a director if elected.

               2.3.3 If the facts warrant, the Board, or the chairman of a
shareholders' meeting at which directors are to be elected, shall determine and
declare that a nomination was not made in accordance with the foregoing
procedure and, if it is so determined, the defective nomination shall be
disregarded. The right of shareholders to make nominations pursuant to the
foregoing procedure is subject to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation. The procedures set forth in this section 2.3 for nomination
for the election of directors by shareholders are in addition to, and not in
limitation of, any procedures now in effect or hereafter adopted by or at the
direction of the Board or any committee thereof.

          2.4 Removal.

               2.4.1 Any director or the entire Board may be removed with cause
by the holders of not less than two-thirds of the shares entitled to elect the
director or directors whose removal is sought. Such action may only be taken at
a special meeting of the shareholders called expressly for that purpose,
provided that notice of the proposed removal, which shall include a statement of
the charges alleged against the director, shall have been duly given to the
shareholders together with or as a part of the notice of the meeting.

                                        5

               2.4.2 The vacancy created by the removal of a director under this
section 2.4 shall be filled only by a vote of the holders of two-thirds of the
shares then entitled to elect the director removed. Such vote may be taken at
the same meeting at which the removal of such director was accomplished, or at
such later meeting, annual or special, as the shareholders may decide.

          2.5 Vacancies. Subject to the provisions of Section 2.4 hereof and
unless the Amended and Restated Articles of Incorporation provide otherwise,
vacancies in the Board of Directors, whether caused by resignation, death,
retirement, disqualification, increase in the number of directors, or otherwise,
may be filled by a resolution of a majority of the remaining directors. The term
of a director elected to fill a vacancy shall expire upon the election and
qualification of his or her successor. A vacancy that will occur at a specific
later date may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs. The validity of any action of the Board of
Directors shall not be affected by the fact that, at the time of any such
action, a vacancy existed on the Board of Directors.

          2.6 Quorum and Voting. At any meeting of the Board of Directors, the
presence in person (including presence by electronic means such as a telephone
conference call) of 50% of the number of directors presently in office shall
constitute a quorum for the transaction of business. Notwithstanding the
foregoing, in no case shall a quorum be less than one-third of the authorized
number of directors. If a quorum is present at the time of a vote, the
affirmative vote of a majority of the directors present at the time of the vote
shall be the act of the Board of Directors and of the Corporation except as may
be otherwise specifically provided by the Amended and Restated Articles of
Incorporation, by these Bylaws, or by law. A director who is present at a
meeting of the Board of Directors when action is taken is deemed to have
assented to the action taken unless: (a) the director objects at the beginning
of the meeting, or promptly upon his or her arrival, to holding it or to
transacting business at the meeting; (b) the director's dissent or abstention
from the action taken is entered in the minutes of the meeting; or (c) the
director delivers written notice of his or her 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 of dissent
or abstention is not available to a director who votes in favor of the action
taken.

          2.7 Annual and Regular Meetings. An annual meeting of the Board of
Directors shall be held without notice immediately after and at the same place
as the annual meeting of shareholders. Regular meetings of the Board of
Directors shall be held at such place, date and time as shall from time to time
be fixed by resolution of the Board.

          2.8 Special Meetings. Special meetings of the Board of Directors may
be held at any place and at any time and may be called by the Chairman of the
Board, the President, Vice President, Secretary or Treasurer, or any two or more
directors.

          2.9 Notice of Meetings.

                                        6

               2.9.1 Unless the Amended and Restated Articles of Incorporation
provide otherwise, any regular meeting of the Board of Directors may be held
without notice of the date, time, place, or purpose of the meeting. Any special
meeting of the Board of Directors must be preceded by at least two days' notice
of the date, time, and place of the meeting, but not of its purpose, unless the
Amended and Restated Articles of Incorporation or these Bylaws require
otherwise. Each director shall have a mailing address, telephone number and
facsimile number on record with the Corporation for purposes of receiving
notice.

               2.9.2 Notice may be given personally, by facsimile, by mail, or
in any other manner allowed by law. Oral notice shall be sufficient only if a
written record of such notice is included in the Corporation's minute book.
Notice shall be deemed effective at the earliest of: (a) receipt; (b) delivery
to the proper address or telephone number of the director as shown in the
Corporation's records; or (c) three days after its deposit in the United States
mail, as evidenced by the postmark, if correctly addressed and mailed with
first-class postage prepaid.

               2.9.3 Notice of any meeting of the Board of Directors may be
waived by any director at any time, by a signed writing, delivered to the
Corporation for inclusion in the minutes, either before or after the meeting.
Attendance or participation by a director at a meeting shall constitute a waiver
of any required notice of the meeting unless the director promptly objects to
holding the meeting or to the transaction of any business on the grounds that
the meeting was not lawfully convened and the director does not thereafter vote
for or assent to action taken at the meeting.

          2.10 Directors' Action Without A Meeting. The Board of Directors or a
committee thereof may take any action without a meeting that it could properly
take at a meeting if one or more written consents setting forth the action are
signed by all of the directors, or all of the members of the committee, as the
case may be, either before or after the action is taken, and if the consents are
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Such action shall be effective upon the signing of a consent
by the last director to sign, unless the consent specifies a later effective
date.

          2.11 Committees of the Board of Directors. The Board of Directors, by
resolutions adopted by a majority of the members of the Board of Directors in
office, may create from among its members one or more committees and shall
appoint the members thereof. Each such committee must have two or more members,
who shall be directors and who shall serve at the pleasure of the Board of
Directors. Each committee of the Board of Directors may exercise the authority
of the Board of Directors to the extent provided in its enabling resolution and
any pertinent subsequent resolutions adopted in like manner, provided that the
authority of each such committee shall be subject to applicable law. Each
committee of the Board of Directors shall keep regular minutes of its
proceedings and shall report to the Board of Directors when requested to do so.

          2.12 Telephone Meetings. Members of the Board of Directors or of any
committee appointed by the Board of Directors may participate in a meeting of
the Board of Directors or committee by means of a conference telephone or
similar communications equipment that enables

                                        7

all persons participating in the meeting to hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.

          2.13 Compensation of Directors. The Board of Directors may fix the
compensation of directors as such and may authorize the reimbursement of their
expenses.

                                    SECTION 3

                                    OFFICERS

          3.1 Officers Enumerated--Election. The officers of the Corporation
shall consist of such officers and assistant officers as may be designated by
resolution of the Board of Directors. The officers may include a Chairman of the
Board, a President, a Chief Executive Officer, a Chief Operating Officer, one or
more Vice Presidents, a Secretary, a Treasurer, and any assistant officers. The
officers shall hold office at the pleasure of the Board of Directors. Unless
otherwise restricted by the Board of Directors, the President may appoint any
assistant officer, the Secretary may appoint one or more Assistant Secretaries,
and the Treasurer may appoint one or more Assistant Treasurers; provided that
any such appointments shall be recorded in writing in the corporate records.

          3.2 Qualifications. None of the officers of the Corporation need be a
director. Any two or more corporate offices may be held by the same person.

          3.3 Duties of the Officers. Unless otherwise prescribed by the Board
of Directors, the duties of the officers shall be as follows:

               3.3.1 Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at meetings of the Board of Directors and of the
shareholders, shall be responsible for carrying out the plans and directives of
the Board of Directors, shall report to and consult with the Board of Directors
and, if the Board so resolves, shall be the Chief Executive Officer. The
Chairman of the Board shall have such other powers and duties as the Board of
Directors may from time to time prescribe.

               3.3.2 President. The President shall exercise the usual executive
powers pertaining to the office of President. In the absence of a Chairman of
the Board, the President shall preside at meetings of the Board of Directors and
of the shareholders, perform the other duties of the Chairman of the Board
prescribed in this section, and perform such other duties as the Board of
Directors may from time to time designate. In addition, if there is no Secretary
in office, the President shall perform the duties of the Secretary.

               3.3.3 Vice President. Each Vice President shall perform such
duties as the Board of Directors may from time to time designate. In addition,
in the absence or disability of the President, the Vice President (or if there
is more than one Vice President, then in the order designated by the Board of
Directors) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all restrictions upon the President.

                                        8

               3.3.4 Secretary. The Secretary shall be responsible for and shall
keep, personally or with the assistance of others, records of the proceedings of
the directors and shareholders; authenticate records of the Corporation; attest
all certificates of stock in the name of the Corporation; keep the corporate
seal, if any, and affix the same to certificates of stock and other proper
documents; keep a record of the issuance of certificates of stock and the
transfers of the same; and perform such other duties as the Board of Directors
may from time to time designate.

               3.3.5 Treasurer. The Treasurer shall have the care and custody
of, and be responsible for, all funds and securities of the Corporation and
shall cause to be kept regular books of account. The Treasurer shall cause to be
deposited all funds and other valuable effects in the name of the Corporation in
such depositories as may be designated by the Board of Directors. In general,
the Treasurer shall perform all of the duties incident to the office of
Treasurer, and such other duties as from time to time may be assigned by the
Board of Directors.

               3.3.6 Assistant Officers. Assistant officers may consist of one
or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or
more Assistant Treasurers. Each assistant officer shall perform those duties
assigned to him or her from time to time by the Board of Directors, the
President, or the officer who appointed him or her.

          3.4 Vacancies. Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting.

          3.5 Removal. Any officer or agent may be removed by action of the
Board of Directors with or without cause, but any removal shall be without
prejudice to the contract rights, if any, of the person removed. Election or
appointment of an officer or agent shall not of itself create any contract
rights.

          3.6 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.

                                    SECTION 4

                        SHARES AND CERTIFICATES OF SHARES

          4.1 Share Certificates. Share certificates shall be issued in
numerical order, and each shareholder shall be entitled to a certificate signed
by the Chairman of the Board, President or a Vice President, and signed by the
Secretary or an Assistant Secretary. Share certificates may be sealed with the
corporate seal, if any. Facsimiles of the signatures and seal may be used as
permitted by law. Every share certificate shall state:

          (a)  the name of the Corporation;

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

                                        9

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

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

          (e)  if the Corporation is authorized to issue shares of more than one
               class or series, that upon written request and without charge,
               the Corpora tion will furnish any shareholder with a full
               statement of the designa tions, preferences, limitations and
               relative rights of the shares of each class or series, and the
               authority of the Board of Directors to determine variations for
               future series.

          4.2 Consideration for Shares. Shares of the Corporation may be issued
for such consideration as shall be determined by the Board of Directors to be
adequate. The consideration for the issuance of shares may be paid in whole or
in part in cash, or in any tangible or intangible property or benefit to the
Corporation, including but not limited to promissory notes, services performed,
contracts for services to be performed, or other securities of the Corporation.
Establishment by the Board of Directors of the amount of consideration received
or to be received for shares of the Corporation shall be deemed to be a
determination that the consideration so established is adequate.

          4.3 Transfers. Shares may be transferred by delivery of the
certificate, accompanied either by an assignment in writing on the back of the
certificate, or by a written power of attorney to sell, assign and transfer the
same, signed by the record holder of the certificate. Except as otherwise
specifically provided in these Bylaws, no shares of stock shall be transferred
on the books of the Corporation until the outstanding certificate therefor has
been surrendered to the Corporation.

          4.4 Loss or Destruction of Certificates. In the event of the loss or
destruction of any certificate, a new certificate may be issued in lieu thereof
upon satisfactory proof of such loss or destruction, and upon the giving of
security against loss to the Corporation by bond, indemnity or otherwise, to the
extent deemed necessary by the Board of Directors, the Secretary, or the
Treasurer.

          4.5 Fixing Record Date. The Board of Directors may fix in advance a
date as the record date for determining shareholders entitled: (a) to notice of
or to vote at any shareholders' meeting or any adjournment thereof; (b) to
receive payment of any share dividend; or (c) to receive payment of any
distribution. The Board of Directors may in addition fix record dates with
respect to any allotment of rights or conversion or exchange of any securities
by their terms, or for any other proper purpose, as determined by the Board of
Directors and by law. The record date shall be not more than 70 days and, in
case of a meeting of shareholders, not less than 10 days (or such longer period
as may be required by Washington law) prior to the date on which the particular
action requiring determination of shareholders is to be taken. If no record date
is fixed for determining the shareholders entitled to notice of or to vote at a
meeting of shareholders, the record date shall be the date before the day on
which notice of the meeting is mailed. If no record date is fixed for the
determination of shareholders entitled to a distribution (other than one
involving a purchase,

                                       10

redemption, or other acquisition of the Corporation's own shares), the record
date shall be the date on which the Board adopted the resolution declaring the
distribution. If no record date is fixed for determining shareholders entitled
to a share dividend, the record date shall be the date on which the Board of
Directors authorized the dividend.

                                    SECTION 5

                           BOOKS, RECORDS AND REPORTS

          5.1 Records of Corporate Meetings, Accounting Records and Share
Registers.

               5.1.1 The Corporation shall keep, as permanent records, minutes
of all meetings of the Board of Directors and shareholders, and all actions
taken without a meeting, and all actions taken by a committee exercising the
authority of the Board of Directors. The Corporation or its agent shall
maintain, in a form that permits preparation of a list, a list of the names and
addresses of its shareholders, in alphabetical order by class of shares, showing
the number, class, and series, if any, of shares held by each.

               5.1.2 The Corporation shall also maintain appropriate accounting
records, and at its principal place of business shall keep copies of: (a) its
Articles of Incorporation or restated Articles of Incorporation and all
amendments in effect; (b) its Bylaws or restated Bylaws and all amendments in
effect; (c) minutes of all shareholders' meetings and records of all actions
taken without meetings for the past three years; (d) the year-end balance sheets
and income statements for the past three fiscal years, prepared as required by
Washington law; (e) all written communications to shareholders generally in the
past three years; (f) a list of the names and business addresses of its current
officers and directors; and (g) its most recent annual report to the Secretary
of State.

          5.2 Copies of Corporate Records. Any person dealing with the
Corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the Board of Directors or shareholders, when certified
by the Chairman of the Board, President, Vice President, Secretary or Assistant
Secretary.

          5.3 Examination of Records.

               5.3.1 A shareholder shall have the right to inspect and copy,
during regular business hours at the principal office of the Corporation, in
person or by his or her attorney or agent, the corporate records referred to in
subsection 5.1.2 hereof if the shareholder gives the Corporation written notice
of the demand at least five business days before the date on which the
shareholder wishes to make such inspection.

               5.3.2 In addition, if a shareholder's demand is made in good
faith and for a proper purpose, a shareholder may inspect and copy, during
regular business hours at a reasonable location specified by the Corporation,
excerpts from minutes of any meeting of the Board of Directors, records of any
action of a committee of the Board of Directors, minutes of any meeting of

                                       11

the shareholders, and records of actions taken by the shareholders or the Board
of Directors without a meeting, to the extent not subject to inspection under
subsection 5.3.1, accounting records of the Corporation, or the record of
shareholders; provided that the shareholder shall have made a demand describing
with reasonable particularity the shareholder's purpose and the records the
shareholder desires to inspect, and provided further that the records are
directly connected to the shareholder's purpose.

               5.3.3 section shall not affect any right of shareholders to
inspect records of the Corporation that may be otherwise granted to the
shareholders by law.

          5.4 Financial Statements. Not later than four months after the end of
each fiscal year, or in any event prior to its annual meeting of shareholders,
the Corporation shall prepare a balance sheet and income statement in accordance
with Washington law. The Corporation shall furnish a copy of each to any
shareholder upon written request.

                                    SECTION 6

                                   FISCAL YEAR

          The fiscal year of the Corporation shall be as set forth in Exhibit A.

                                    SECTION 7

                                 CORPORATE SEAL

          The corporate seal of the Corporation, if any, shall be in the form
shown on Exhibit A.

                                    SECTION 8

                       MISCELLANEOUS PROCEDURAL PROVISIONS

          The Board of Directors may adopt rules of procedure to govern any
meetings of shareholders or directors to the extent not inconsistent with law,
the Corporation's Amended and Restated Articles of Incorporation, or these
Bylaws, as they are in effect from time to time. In the absence of any rules of
procedure adopted by the Board of Directors, the chairman of the meeting shall
make all decisions regarding the procedures for any meeting.

                                    SECTION 9

                               AMENDMENT OF BYLAWS

          The Board of Directors is expressly authorized to adopt, amend and
repeal the Bylaws of the Corporation; provided, however, the Board of Directors
may not repeal or amend any bylaw

                                       12

that the shareholders have expressly provided may not be amended or repealed by
the Board of Directors. The shareholders of the Corporation also have the power
to adopt, amend or repeal the Bylaws of the Corporation by the affirmative vote
of the holders of not less than two-thirds of the outstanding shares and, to the
extent, if any, provided by resolution adopted by the Board of Directors
authorizing the issuance of a class or series of Preferred Stock, by the
affirmative vote of the holders of not less than two-thirds of the outstanding
shares of Common Stock and/or of such class or series of Preferred Stock, voting
as separate voting groups.

                                       13

                                   SECTION 10

                     INDEMNIFICATION OF DIRECTORS AND OTHERS

          10.1 Grant of Indemnification.

               10.1.1 Third Party Proceedings. Subject to section 10.2, each
person who was or is made a party or is threatened to be made a party to or is
involved (including, without limitation, as a witness) in any threatened,
pending, or completed action, suit or proceeding, whether formal or informal,
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director of the Corporation or
who, while a director of the Corporation, is or was serving at the request of
the Corporation as a director, officer, employee or agent of this or another
corporation or of a partnership, joint venture, trust, other enterprise, or
employee benefit plan, whether the basis of such proceeding is alleged action in
an official capacity as a director or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by applicable law, as then in
effect, against all expense, liability and loss (including attorneys' fees,
costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid
in settlement) actually and reasonably incurred or suffered by such person in
connection therewith if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful. Such
indemnification shall continue as to a person who has ceased to be a director
and shall inure to the benefit of his or her heirs, executors and
administrators.

               10.1.2 Proceedings by or in the right of the Corporation. Subject
to section 10.2, each person who was or is made a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director of the Corporation or who, while a
director of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of this or another corporation or of a
partnership, joint venture, trust, other enterprise, or employee benefit plan,
shall be indemnified and held harmless by the Corporation to the fullest extent
permitted by applicable law, as then in effect, against all expense actually and
reasonably incurred or suffered by such person in connection therewith if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation. Such
indemnification shall continue as to a person who has ceased to be a director
and shall inure to the benefit of his or her heirs, executors and
administrators.

                                       14

          10.2 Limitations on Indemnification. Notwithstanding section 10.1, no
indemnification shall be provided hereunder to any such person to the extent
that such indemnification would be prohibited by the Washington Business
Corporation Act or other applicable law as then in effect, nor, except as
provided in section 10.4 with respect to proceedings seeking to enforce rights
to indemnification, shall the Corporation indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person except where such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.

          10.3 Advancement of Expenses. The right to indemnification conferred
in this section shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition upon receipt of an undertaking by or on behalf of such director to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this section,
except where the Board of Directors shall have adopted a resolution expressly
disapproving such advancement of expenses.

          10.4 Right to Enforce Indemnification. If a claim under section 10.1
is not paid in full by the Corporation within 60 days after a written claim has
been received by the Corporation, or if a claim for expenses incurred in
defending a proceeding in advance of its final disposition authorized under
section 10.3 is not paid within 60 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, to the extent
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. The claimant shall be presumed to be
entitled to indemnification hereunder upon submission of a written claim (and,
in an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition, where the required undertaking
has been tendered to the Corporation), and thereafter the Corporation shall have
the burden of proof to overcome the presumption that the claimant is so
entitled. It shall be a defense to any such action (other than an action with
respect to expenses authorized under section 10.3) that the claimant has not met
the standards of conduct which make it permissible hereunder or under the
Washington Business Corporation Act for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation.

          10.5 Alternate Procedures. Any indemnification under this section
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in subsections 10.1.1 and 10.1.2. Such determination shall be made (1) by
a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion. Pursuant to RCW 23B.08.560(2) or any successor provision of the
Washington Business Corporation Act, the procedures for indemnification and
advancement of expenses set forth in this section are in lieu of the procedures
required by RCW 23B.08.550 or any successor provision of the Washington Business
Corporation Act.

                                       15

          10.6 Nonexclusivity. The right to indemnification and the advancement
of expenses conferred in this section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Amended and Restated Articles of Incorporation or the Bylaws of the
Corporation, general or specific action of the Board, contract or otherwise.

          10.7 Indemnification of Officers, Employees and Agents. The
Corporation may, by action of its Board of Directors from time to time, provide
indemnification and pay expenses in advance of the final disposition of a
proceeding to officers, employees and agents of the Corporation on the same
terms and with the same scope and effect as the provisions of this section with
respect to the indemnification and advancement of expenses of directors of the
Corporation or pursuant to rights granted pursuant to, or provided by, the
Washington Business Corporation Act or on such other terms as the Board may deem
proper.

          10.8 Insurance and Other Security. The Corporation may maintain
insurance, at its expense, to protect itself and any individual who is or was a
director, officer, employee or agent of the Corporation or another Corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against or incurred by the individual in that capacity or arising from
his or her status as an officer, director, agent, or employee, whether or not
the Corporation would have the power to indemnify such person against the same
liability under the Washington Business Corporation Act. The Corporation may
enter into contracts with any director or officer of the Corporation in
furtherance of the provisions of this section 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 to effect
indemnification as provided in this section.

          10.9 Amendment or Modification. This section may be altered or amended
at any time as provided in these Bylaws, but no such amendment shall have the
effect of diminishing the rights of any person who is or was an officer or
director as to any acts or omissions taken or omitted to be taken prior to the
effective date of such amendment.

          10.10 Effect of Section. The rights conferred by this section shall be
deemed to be contract rights between the Corporation and each person who is or
was a director or officer. The Corporation expressly intends each such person to
rely on the rights conferred hereby in performing his or her respective duties
on behalf of the Corporation.

                                       16


                                    EXHIBIT A


Section 1.1.   Date and time of annual shareholders' meeting: fourth Thursday of
               June each year commencing in 1997, at 10:00 a.m. or such time as
               the Board shall direct.


Section 6.     Fiscal year:     December 31


Section 7.     Corporate Seal: In the form adopted by resolution by the Board of
               Directors.


Date Adopted by the Directors:                       July 2, 1996

Dated Approved by the Shareholders:                  August 9, 1996

Date Amended: April 23, 1998 (Sections 2.1 and 2.5)

                                       17