Exhibit 3.38


                            CERTIFICATE OF FORMATION
                                       OF
                                DEEP PACIFIC, LLC


     The undersigned does hereby adopt and execute the following Certificate of
Formation for the purpose of forming a limited liability company pursuant to
Chapter 25.15 of the Revised Code of Washington.

                                   ARTICLE I
                                   ---------

     The name of the limited liability company shall be DEEP PACIFIC, LLC.

                                   ARTICLE II
                                   ----------

     The name of the limited liability company's initial registered a is John G.
Young. The address of the limited liability company's initial registered office
is Young, deNormandie & Oscarsson, P.C., 1191 Second Avenue, Suite 1901,
Seattle, Washington 98101.

                                   ARTICLE III
                                   -----------

     The address of the principal place of business of DEEP PACIFIC, LLC is:

                            5470 Shilshole Avenue N.W., Suite 500
                            Seattle, Washington 98107

                                   ARTICLE IV
                                   ----------

     The latest date upon which the limited liability company shall be dissolved
is December 31, 2050.

                                   ARTICLE V
                                   ---------

     The limited liability company shall be managed by or under the authority of
one or more members, as may be set forth in an operating agreement adopted or to
be adopted by the members of the limited liability company.



                                   ARTICLE VI
                                   ----------

     The effective date of this Certificate of Formation shall be the date on
which it is actually filed with the Secretary of State.


                                  ARTICLE VII
                                  -----------

     The name and address of the person executing this Certificate of Formation
is:

                         Per E. Oscarsson
                         Young, deNormandie & Oscarsson, P.C.
                         1191 Second Avenue, Suite 1901
                         Seattle, Washington 98101

     DATED this 17th day of July, 2001.

                                        ORGANIZER:


                                        /s/ Per E. Oscarsson
                                        ------------------------------
                                        Per E. Oscarsson



                             CONSENT TO APPOINTMENT
                               AS REGISTERED AGENT

     I, John G. Young, hereby consent to serve as registered agent, in the State
of Washington, for the following limited liability company: DEEP PACIFIC, LLC. I
understand that as agent for the limited liability company it will be my
responsibility to accept service of process in the name of the limited liability
company; to forward all mail and license renewals to the appropriate members of
the limited liability company; and to immediately notify the Office of the
Secretary of State of my resignation or of any changes in the address of the
registered office of the limited liability company for which I am agent.

     Dated: July 17, 2001.



                                        /s/ John G. Young
                                        -------------------------------
                                        John G. Young
                                        1191 Second Avenue Suite 1901
                                        Seattle, Washington 98101