APPLIED MICROSYSTEMS CORPORATION

                               AMENDMENT TO BYLAWS

                        ADOPTED BY THE BOARD OF DIRECTORS
                              ON NOVEMBER 10, 2003

AMENDMENT TO BYLAWS

      The board of directors of Applied Microsystems Corporation, a Washington
corporation (the "Company"), has duly adopted the following resolutions:

      RESOLVED, that the Bylaws are hereby amended such that the exact number of
      directors of the Company shall be one (1), effective as of the resignation
      of all but one (1) of the Company's existing directors.