DIRECT FOCUS INC
S-8, EX-4.2, 2000-09-29
SPORTING & ATHLETIC GOODS, NEC
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EXHIBIT 4.2

    On June 26, 2000, the Company's shareholders approved an amendment to the Company's Articles of Incorporation by deleting Section 7.1. The Company filed Articles of Amendment with the Washington Secretary of State on July 26, 2000, deleting Section 7.1 and renumbering former Section 7.2 as Section 7.1. Article VII of the Company's Articles of Incorporation now reads in its entirety as follows:


ARTICLE VII
Shareholder Voting Requirements for Certain Transactions;
Transactions with Interested Shareholders



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EXHIBIT 4.2
ARTICLE VII Shareholder Voting Requirements for Certain Transactions; Transactions with Interested Shareholders


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