Exhibit 3.24

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                            EVERGREEN HOLDINGS, INC.

                               SECTION 1. OFFICES

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

                             SECTION 2. SHAREHOLDERS

2.1  Annual Meeting

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

2.2  Special Meetings

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

2.3  Place of Meeting

          All meetings shall be held at the principal office of the Corporation
or at such other place as designated by the Board, by any persons entitled to
call a meeting hereunder, or in a waiver of notice signed by all of the
shareholders entitled to vote at the meeting.

2.4  Notice of Meeting

     (a) The Corporation shall cause to be delivered to each shareholder
entitled to notice of or to vote at an annual or special meeting of
shareholders, either personally or



by mail, not less than ten (10) nor more than sixty (60) days before the
meeting, written notice stating the date, time and place of the meeting and, in
the case of a special meeting, the purpose(s) for which the meeting is called.

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

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

2.5  Waiver of Notice

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

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

2.6  Fixing of Record Date for Determining Shareholders

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



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

2.7  Shareholders' List

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

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

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

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

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

2.8  Quorum

          A majority of the votes entitled to be cast on a matter at a meeting
by a voting group, represented in person or by proxy, shall constitute a quorum
of that voting group for action on that matter at a meeting of the shareholders.
If a quorum is not present for a matter to be acted upon, a majority of the
shares represented at the meeting may adjourn the meeting from time to time
without further notice. If the necessary quorum is present or represented at a
reconvened meeting following such an adjournment, any business may be transacted
that might have been transacted at the meeting as originally called. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

2.9  Manner of Acting

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



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

2.10 Proxies

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

2.11 Voting of Shares

          Each outstanding share entitled to vote shall be entitled to one vote
upon each matter submitted to a vote at a meeting of shareholders.

2.12 Voting for Directors

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

2.13 Action by Shareholders without a Meeting

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

2.14 Voting of Shares by Corporations

     2.14.1 Shares Held by Another Corporation

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



or indirectly, a majority of the shares entitled to vote for directors of such
other corporation.

     2.14.2 Shares Held by the Corporation

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

2.15 Acceptance or Rejection of Shareholder Votes, Consents, Waivers and Proxy
     Appointments

     2.15.1 Documents Bearing Name of Shareholders

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

     2.15.2 Documents Bearing Name of Third Parties

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

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

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

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

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

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



     2.15.3 Rejection of Documents

          The Secretary or other agent authorized to tabulate votes at the
meeting is entitled to reject a vote, consent, waiver or proxy appointment if
such agent, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

                          SECTION 3. BOARD OF DIRECTORS

3.1  General Powers

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

3.2  Number, Tenure and Qualifications

          The Board shall consist of no less than three and no more than nine
Directors, the specific number to be set by resolution of the Board or the
shareholders. The number of Directors may be changed from time to time by
amendment to these Bylaws, but no decrease in the number of Directors shall
shorten the term of any incumbent Director. The terms of the Directors expire at
the next annual shareholder's meeting following their election. Despite the
expiration of a Director's term, however, the Director continues to serve until
the Director's successor is elected and qualifies or until there is a decrease
in the number of Directors. Directors need not be shareholders of the
Corporation or residents of the State of Oregon.

3.3  Annual and Regular Meetings

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

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

3.4  Special Meetings

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

3.5  Meetings by Telecommunications

          Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by use of any means of



communication by which all persons participating may simultaneously hear each
other during the meeting. Participation by such means shall be deemed presence
in person at the meeting.

3.6  Notice of Special Meetings

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

     3.6.1 Personal Delivery

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

     3.6.2 Delivery by Mail

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

     3.6.3 Delivery by Telegraph

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

     3.6.4 Oral Notice

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

     3.6.5 Notice by Facsimile Transmission

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

     3.6.6 Notice by Private Courier

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



3.7  Waiver of Notice

     3.7.1 Written Waiver

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

     3.7.2 Waiver by Attendance

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

3.8  Quorum

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

3.9  Manner of Acting

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

3.10 Presumption of Assent

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



3.11 Action by Board or Committees Without a Meeting

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

3.12 Resignation

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

3.13 Removal

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

3.14 Vacancies

          Any vacancy occurring on the Board, including a vacancy resulting from
an increase in the number of Directors, may be filled by the shareholders, by
the Board, by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board, or by a sole remaining Director. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office; except that the term of a Director elected by
the Board to fill a vacancy expires at the next shareholders' meeting at which
Directors are elected. Any Directorship to be filled by reason of an increase in
the number of Directors may be filled by the affirmative vote of a majority of
the number of Directors fixed by the Bylaws prior to such increase for a term of
office continuing only until the next election of Directors by the shareholders.
Any Directorship not so filled by the Directors shall be filled by election at
the next annual meeting of shareholders or at a special meeting of shareholders
called for that purpose. If the vacant Directorship is filled by the
shareholders and was held by a Director elected by



a voting group of shareholders, then only the holders of shares of that voting
group are entitled to vote to fill such vacancy. A vacancy that will occur at a
specific later date by reason of a resignation effective at such later date or
otherwise may be filled before the vacancy occurs, but the new Director may not
take office until the vacancy occurs.

3.15 Minutes

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

3.16 Executive and Other Committees

     3.16.1 Creation of Committees

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

     3.16.2 Authority of Committees

          Each committee shall have and may exercise all of the authority of the
Board to the extent provided in the resolution of the Board designating the
committee and any subsequent resolutions pertaining thereto and adopted in like
manner, except that no such committee shall have the authority to (a) authorize
distributions, except as may be permitted by Section 3.16.2(g) of these Bylaws;
(b) approve or propose to shareholders actions required by the Oregon Business
Corporation Act to be approved by shareholders; (c) fill vacancies on the Board
or any committee thereof; (d) adopt, amend or repeal these Bylaws; (e) amend the
Articles of Incorporation; (f) approve a plan of merger not requiring
shareholder approval; or (g) authorize or approve reacquisition of shares,
except within limits prescribed by the Board.

     3.16.3 Quorum and Manner of Acting

          A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction of business at any meeting of such committee.

     3.16.4 Minutes of Meetings

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



     3.16.5 Resignation

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

     3.16.6 Removal

          The Board may remove from office any member of any committee elected
or appointed by it, but only by the affirmative vote of not less than a majority
of the number of Directors fixed by or in the manner provided by these Bylaws.

3.17 Compensation

          By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
Corporation in any other capacity and receiving compensation therefor.

                               SECTION 4. OFFICERS

4.1 Number

          The Officers of the Corporation shall be a President and a Secretary,
each of whom shall be appointed by the Board. One or more Vice Presidents, a
Treasurer and such other Officers and assistant Officers, including a Chair of
the Board, may be appointed by the Board; such Officers and assistant Officers
to hold office for such period, have such authority and perform such duties as
are provided in these Bylaws or as may be provided by resolution of the Board.
Any Officer may be assigned by the Board any additional title that the Board
deems appropriate. The Board may delegate to any Officer or agent the power to
appoint any such subordinate Officers or agents and to prescribe their
respective terms of office, authority and duties. Any two or more offices may be
held by the same person.

4.2 Appointment and Term of Office

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



4.3  Resignation

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

4.4  Removal

          Any Officer or agent appointed by the Board may be removed by the
Board, with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Appointment of an Officer or
agent shall not of itself create contract rights.

4.5  Vacancies

          A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board. If a resignation is made effective at a later date, and the
Corporation accepts such future effective date, the Board may fill the pending
vacancy before the effective date, if the Board provides that the successor does
not take office until the effective date.

4.6  Chair of the Board

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

4.7  President

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

4.8  Vice President

          In the event of the death of the President or his or her inability to
act, the Vice resident (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so



designated, the Vice President first appointed to such office) shall perform the
duties of the President, except as may be limited by resolution of the Board,
with all the powers of and subject to all the restrictions upon the President.
Vice Presidents shall have, to the extent authorized by the President or the
Board, the same powers as the President to sign deeds, mortgages, bonds,
contracts or other instruments. Vice Presidents shall perform such other duties
as from time to time may be assigned to them by the President or by the Board.

4.9  Secretary

          The Secretary shall (a) prepare and keep the minutes of meetings of
the shareholders and the Board in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (c) be responsible for custody of the
corporate records and seal of the corporation; (d) keep registers of the post
office address of each shareholder and Director; (e) have general charge of the
stock transfer books of the Corporation; and (f) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the President or by the Board. In the absence
of the Secretary, an Assistant Secretary may perform the duties of the
Secretary.

4.10 Treasurer

          If required by the Board, the Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board shall determine. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
banks, trust companies or other depositories selected in accordance with the
provisions of these Bylaws; and in general perform all of the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the President or by the Board. In the absence of the
Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.11 Salaries

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

                SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1  Contracts

          The Board may authorize any Officer or Officers, or agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation. Such authority may be general or confined to
specific instances.



5.2  Loans to the Corporation

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

5.3  Loans to Directors

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

5.4  Checks, Drafts, Etc.

          All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such Officer or Officers, or agent or agents, of the Corporation and
in such manner as is from time to time determined by resolution of the Board.

5.5  Deposits

          All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board may select.

              SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1  Issuance of Shares

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

6.2  Escrow for Shares

          The Board may authorize the placement in escrow of shares issued for a
contract for future services or benefits or a promissory note, or may authorize
other arrangements to restrict the transfer of shares, and may authorize the
crediting of distributions in respect of such shares against their purchase
price, until the services are



performed, the note is paid or the benefits received. If the services are not
performed, the note is not paid, or the benefits are not received, the Board may
cancel, in whole or in part, such shares placed in escrow or restricted and such
distributions credited.

6.3  Certificates for Shares

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

6.4  Stock Records

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

6.5  Restriction on Transfer

     6.5.1 Securities Laws

          Except to the extent that the Corporation has obtained an opinion of
counsel acceptable to the Corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the Corporation shall bear conspicuously on the front or back of the
certificate a legend or legends describing the restriction or restrictions.

     6.5.2 Other Restrictions

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

6.6  Transfer of Shares

          Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the Corporation. All



certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificates for a like
number of shares shall have been surrendered and canceled.

6.7  Lost or Destroyed Certificates

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

6.8  Transfer Agent and Registrar

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

6.9  Officer Ceasing to Act

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

6.10 Fractional Shares

          The Corporation shall not issue certificates for fractional shares.

                          SECTION 7. BOOKS AND RECORDS

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

                             SECTION 8. FISCAL YEAR

          The fiscal year of the Corporation shall be the twelve-month period
ending on February 28 of each year, provided that if a different fiscal year is
at any time selected for purposes of federal income taxes, the fiscal year shall
be the year so selected.

                                 SECTION 9. SEAL

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



                           SECTION 10. INDEMNIFICATION

10.1 Directors

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

10.2 Officers, Employees and Other Agents

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

10.3 No Presumption of Bad Faith

          The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of this Corporation, or, with respect to any criminal proceeding, that
the person had reasonable cause to believe that the conduct was unlawful.

10.4 Advances of Expenses

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

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

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

10.5 Enforcement

          Without the necessity of entering into an express contract, all rights
to indemnification and advances under this Bylaw shall be deemed to be
contractual rights and be effective to the same extent and as if provided for in
a contract between the Corporation and the director who serves in such capacity
at any time while this Bylaw and any other applicable law, if any, are in
effect. Any right to indemnification or advances granted by this Bylaw to a
director shall be enforceable by or on behalf of the person holding such right
in any court of competent jurisdiction if (a) the claim for indemnification or
advances is denied, in whole or in part, or (b) no disposition of such claim is
made within ninety (90) days of request thereof. The claimant in such
enforcement action, if successful in whole or in part, shall be entitled to be
also paid the expense of prosecuting the claim. It shall be a defense to any
such action (other than an



action brought to enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition when the required affirmation and
undertaking have been tendered to the Corporation) that the claimant has not met
the standards of conduct which makes it permissible under the law for the
Corporation to indemnify the claimant, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because the
claimant has met the applicable standard of conduct, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel
or its shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

10.6 Nonexclusivity of Rights

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

10.7 Survival of Rights

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

10.8 Insurance

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

10.9 Amendments to Law

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



10.10 Savings Clause

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

10.11 Certain Definitions

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

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

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

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

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

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



                             SECTION 11. AMENDMENTS

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