OF



                          MADRONA INTERNATIONAL, INC.



                           (a Delaware corporation)



                            -----------------------



                                 ARTICLE I



                                STOCKHOLDERS



1.  CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in the

corporation shall be signed by, or in the name of, the corporation by the

Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the

President or a Vice-President and by the Treasurer or an Assistant Treasurer

or the Secretary or an Assistant Secretary of the corporation.  Any or all the

signatures on any such certificate may be a facsimile.  In case any officer,

transfer agent, or registrar who has signed or whose facsimile signature has

been placed upon a certificate shall have ceased to be such officer, transfer

agent, or registrar before such certificate is issued, it may be issued by the

corporation with the same effect as if such person were such officer, transfer

agent, or registrar at the date of issue.



Whenever the corporation shall be authorized to issue more than one class of

stock or more than one series of any class of stock, and whenever the

corporation shall issue any shares of its stock as partly paid stock, the

certificates representing shares of any such class or series or of any such

partly paid stock shall set forth thereon the statements prescribed by the

General Corporation Law.  Any restrictions on the transfer or registration of

transfer of any shares of stock of any class or series shall be noted

conspicuously on the certificate representing such shares.



The corporation may issue a new certificate of stock or uncertificated shares

in place of any certificate theretofore issued by it, alleged to have been

lost, stolen, or destroyed, and the Board of Directors may require the owner

of the lost, stolen, or destroyed certificate, or such owner's legal

representative, to give the corporation a bond sufficient to indemnify the

corporation against any claim that may be made against it on account of the

alleged loss, theft, or destruction of any such certificate or the issuance of

any such new certificate or uncertificated shares.





2.  UNCERTIFICATED SHARES.  Subject to any conditions imposed by the General

Corporation Law, the Board of Directors of the corporation may provide by

resolution or resolutions that some or all of any or all classes or series of

the stock of the corporation shall be uncertificated shares.  Within a

reasonable time after the issuance or transfer of any uncertificated shares,

the corporation shall send to the registered owner thereof any written notice

prescribed by the General Corporation Law.



3.  FRACTIONAL SHARE INTERESTS.  The corporation may, but shall not be

required to, issue fractions of a share.  If the corporation does not issue

fractions of a share, it shall (1) arrange for the disposition of fractional

interests by those entitled thereto, (2) pay in cash the fair value of

fractions of a share as of the time when those entitled to receive such

fractions are determined, or (3) issue scrip or warrants in registered form

(either represented by a certificate or uncertificated) or bearer form

(represented by a certificate) which shall entitle the holder to receive a

full share upon the surrender of such scrip or warrants aggregating a full

share.  A certificate for a fractional share or an uncertificated fractional

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