
<PAGE>

                               CERTIFICATE OF SECRETARY    
                                         OF
                      F5 LABS, INC., A WASHINGTON CORPORATION


    The undersigned certifies that he is the duly elected and acting Secretary
of F5 Labs, Inc., a Washington corporation (the "Corporation"), and that the
following amendments to the Corporation's Bylaws have been duly adopted by
unanimous written consent of the Board of Directors on July 27, 1998.

1.  RESOLVED, that Section 2 of Article III of the Bylaws be, and it hereby is,
    amended in its entirety as follows:

              Section 2. NUMBER. The board shall be composed of not less than
         three (3) nor more than eight (8) directors, the specific number to be
         set by resolution of the board of directors. No decrease in the
         number of directors shall have the effect of shortening the term of
         any incumbent director.

2.  RESOLVED FURTHER, that Section 1 of Article IV of the Bylaws be, and it
    hereby is, amended in its entirety as follows:

              Section 1. ACTION BY WRITTEN CONSENT. Any corporate action
         required or permitted by the Articles of Incorporation, Bylaws, or the
         laws under which this corporation is formed, to be voted upon or
         approved at a duly called meeting of the directors or committee of
         directors may be accomplished without a meeting if one or more
         unanimous written consents of the respective directors, setting forth
         the actions so taken, shall be signed, either before or after the
         action taken, by all the directors or committee members, as the case
         may be. Action taken by unanimous written consent is effective when
         the last director or committee member signs the consent, unless the
         consent specifies a later effective date. Any corporate action
         required or permitted by the Articles of Incorporation, Bylaws, or the
         laws under which this corporation is formed, to be voted upon or
         approved at a duly called meeting of the shareholders may be
         accomplished without a meeting if written consents setting forth the
         action so taken are signed by the holders of the outstanding shares
         having not less than the minimum number of votes that would be
         necessary to authorize or take such action at a meeting at which all
         shares entitled to vote thereon were present and voted. Action taken
         by written consent of the shareholders is effective when all consents
         representing not less than the minimum number of votes that would be
         necessary to authorize or take such action at a meeting at which all
         shares entitled to vote thereon were present and voted are in
         possession of the corporation, unless the consent specifies a later
         effective date.

    In Witness Whereof, the undersigned has signed this Certificate this 27th
day of July, 1998.


                                            /s/ Brian Dixon
                                            ----------------------------------
                                            Brian Dixon
                                            Secretary
<PAGE>

                                       BYLAWS

                                         OF
                                          
                              VIRTUAL SOFTWORKS, INC.

                                      ARTICLE I

                                   PRINCIPAL OFFICE

    The principal office of the corporation shall be at such location as the
board of directors may designate from time to time. The corporation may have
such other offices, either within or without the state of Washington, as the
business of the corporation may require from time to time.

                                      ARTICLE II

                                SHAREHOLDERS' MEETINGS

    Section 1. ANNUAL MEETINGS. Commencing in 1997, the annual meeting of the
shareholders of this corporation, for the purpose of election of directors and
for such other business as may come before it, shall be held at the principal
office of the corporation, or such other place as may be designated by the
notice of the meeting, on the third Tuesday of March of each and every year, at
3:00 p.m., but in case such day shall be a legal holiday, the meeting shall
be held at the same hour and place on the next succeeding day not a holiday.

    Section 2. SPECIAL MEETINGS. Special meetings of the shareholders of this
corporation may be called at any time by the holders of ten percent (10%) of the
voting shares of the corporation, or by the president, or by a majority of the
board of directors. No business shall be transacted at any special meeting of
shareholders except as is specified in the notice calling for said meeting. The
board of directors may designate any place as the place of any special meeting.

    Section 3. NOTICE OF MEETINGS. Written notice of annual or special meetings
of shareholders stating the place, day, and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given by the secretary or persons authorized to call the
meeting to each shareholder of record entitled to vote at the meeting and, if
and to the extent required by law, to each other shareholder of the corporation.
Such notice shall be given not less than ten (10) nor more than sixty (60) days
prior to the date of the meeting, except that notice of a meeting to act on an
amendment to the Articles of Incorporation, a plan of merger or share exchange,
a proposed sale, lease, exchange or other disposition of all or substantially
all of the assets of the corporation other than in the usual or regular course
of business, or the dissolution of corporation shall be given no fewer than
twenty (20) days nor more than sixty (60) days before the meeting date. Notice
may be transmitted by: 

Bylaws                                                                  Page 1
<PAGE>

mail, private carrier or personal delivery; telegraph or teletype; or telephone,
wire or wireless equipment which transmits a facsimile of the notice. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his or her address as it appears on the
stock transfer books of the corporation.

    Section 4. WAIVER OF NOTICE. Notice of the time, place, and purpose of any
meeting may be waived in writing (either before or after such meeting) and will
be waived by any shareholder by his or her attendance thereat in person or by
proxy, unless the shareholder at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting. Any shareholder so waiving
shall be bound by the proceedings of any such meeting in all respects as if due
notice thereof had been given.

    Section 5. QUORUM AND ADJOURNED MEETINGS. A majority of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. A majority of the shares
represented at a meeting, even if less than a quorum, may adjourn the meeting
from time to time without further notice. At such reconvened meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business at such meeting and at any adjournment of such meeting (unless a new
record date is or must be set for the adjourned meeting pursuant to Section 9 of
this Article II), notwithstanding the withdrawal of enough shareholders from
either meeting to leave less than a quorum.

    Section 6. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his or her duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.

    Section 7. VOTING RECORD. After fixing a record date for a shareholders'
meeting, the corporation shall prepare an alphabetical list of the names of all
shareholders on the record date who are entitled to notice of the shareholders'
meeting. The list shall be arranged by voting group, and within each voting
group by class or series of shares, and show the address of and number of shares
held by each shareholder. A shareholder, a shareholder's agent, or a
shareholder's attorney may inspect the shareholders' list, beginning ten (10)
days prior to the shareholders' meeting and continuing through the meeting, at
the corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held, during regular business hours
and at the shareholder's expense. The shareholders' list shall be kept open for
inspection during such meeting or any adjournment.

    Section 8. VOTING OF SHARES. Except as otherwise provided in the Articles
of Incorporation or in these Bylaws, every shareholder of record shall have the
right at every shareholders' meeting to one vote for every share standing in his
or her name on the books of the corporation, and the affirmative vote of a
majority of the shares represented at a meeting and

Bylaws                                                                  Page 2
<PAGE>

entitled to vote thereat shall be necessary for the adoption of a motion or for
the determination of all questions and business which shall come before the
meeting.

    Section 9. RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or entitled to receive payment of any dividend, the board
of directors may fix in advance a record date for any such determination of
shareholders, such date to be not more than seventy (70) days prior to the date
on which the particular action requiring such determination of shareholders 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 of shareholders, or shareholders
entitled to receive payment of a dividend, the day before the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, unless the board of directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than one hundred twenty (120) days
after the date is fixed for the original meeting.

    Section 10. ELECTION OF DIRECTORS. Each shareholder entitled to vote at an
election of directors may vote in person or by proxy the number of shares owned
by him or her for as many persons as there are directors to be elected and for
whose election he or she has a right to vote.

                                     ARTICLE III

                                      DIRECTORS

    Section 1. GENERAL POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the board of directors except as otherwise
provided by the laws under which this corporation is formed or in the Articles
of Incorporation.

    Section 2. NUMBER. The board shall be composed of not less than three (3)
nor more than eight (8) directors, the specific number to be set by resolution
of the shareholders. No decrease in the number of directors shall have the
effect of shortening the term of any incumbent director.

    Section 3. TENURE AND QUALIFICATIONS. Each director shall hold office until
the next annual meeting of shareholders and until his or her successor shall
have been elected and qualified. Directors need not be residents of the state or
shareholders of the corporation.

    Section 4. ELECTION. The directors shall be elected by the shareholders at
their annual meeting each year; and if, for any cause, the directors shall not
have been elected at an annual meeting, they may be elected at a special meeting
of shareholders called for that purpose in the manner provided by these Bylaws.

Bylaws                                                                  Page 3
<PAGE>

    Section 5. VACANCIES. Any vacancy occurring on the board may be filled by
the affirmative vote of a majority of the remaining directors though less than a
quorum of the board. A director elected to fill a vacancy due to resignation or
removal shall be elected for the unexpired term of his or her predecessor in
office. Any directorship to be filled by reason of an increase in the number of
directors shall be filled for a term extending only until the next annual
meeting of shareholders.

    Section 6. RESIGNATION. Any director may resign at any time by delivering
written notice to the board of directors, its chairperson, the president or the
secretary of the corporation. A resignation shall be effective when the notice
is delivered unless the notice specifies a later effective date.

    Section 7. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, the entire board of directors, or any member
thereof, may be removed, with or without cause, by a vote of the holders of a
majority of shares then entitled to vote at an election of such directors.

    Section 8. MEETINGS

         (a) The annual meeting of the board of directors shall be held
immediately after the annual shareholders' meeting at the same place as the
annual shareholders' meeting or at such other place and at such time as may be
determined by the directors. No notice of the annual meeting of the board of
directors shall be necessary.

         (b) Special meetings may be called at any time and place upon the call
of the president, secretary, or any two (2) directors; provided, however, that
in the event there is only one (1) director, he or she may call a special
meeting. Notice of the time and place of each special meeting shall be given by
the secretary, or the persons calling the meeting, by mail, private carrier,
radio, telegraph, telegram, facsimile transmission, personal communication by
telephone or otherwise at least two (2) days in advance of the time of the
meeting. The purpose of the meeting need not be given in the notice. Notice of
any special meeting may be waived in writing or by telegram (either before or
after such meeting) and will be waived by any director by attendance thereat.
Written notice shall be in a comprehensible form and effective at the earliest
of the following: (i) when dispatched by telegraph, teletype, or facsimile
equipment; or (ii) when received; or (iii) if mailed, five (5) days after its
deposit in the United States mail, as evidenced by the postmark if mailed with
first-class postage, prepaid and correctly addressed; or on the date shown on
the return receipt if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee.

         (c) Regular meetings of the board of directors shall be held at such
place and on such day and hour as shall from time to time be fixed by resolution
of the board of directors. No notice of regular meetings of the board of
directors shall be necessary.

         (d) At any meeting of the board of directors, any business may be
transacted, the board may exercise all of its powers.

Bylaws                                                                  Page 4
<PAGE>

    Section 9. QUORUM AND VOTING

         (a) A majority of the directors presently in office shall constitute a
quorum, but a lesser number may adjourn any meeting from time to time until a
quorum is obtained, and no further notice thereof need be given.

         (b) At each meeting of the board at which a quorum is present, the act
of a majority of the directors present at the meeting shall be the act of the
board of directors. The directors present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough directors to leave less than a quorum.

    Section 10. COMPENSATION. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

    Section 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless:

         (a) The director objects at the beginning of the meeting, or promptly
upon the director's arrival, to holding it or transacting business at the
meeting;

         (b) The director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or

         (c) The director delivers written notice of the director's dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the corporation within a reasonable time after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

    Section 12. COMMITTEES. The board of directors, by resolution adopted by a
majority of the full board of directors, may designate from among its members
one or more committees, each of which must have two or more members and, to the
extent provided in such resolution, shall have and may exercise all the
authority of the board of directors, except that no such committee shall have
the authority to: authorize or approve a distribution except according to a
general formula or method prescribed by the board of directors; approve or
propose to shareholders action that the Washington Business Corporation Act
requires to be approved by shareholders; fill vacancies on the board of
directors or on any of its committees; amend any Articles of Incorporation not
requiring shareholder approval; adopt, amend, or repeal Bylaws; approve a plan
of merger not requiring shareholder approval; or authorize or approve the
issuance or sale or

Bylaws                                                                  Page 5
<PAGE>

contract for sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except that the
board of directors may authorize a committee, or a senior executive officer of
the corporation, to do so within limits specifically prescribed by the board of
directors.

                                      ARTICLE IV

                        SPECIAL MEASURES FOR CORPORATE ACTION

    Section 1. ACTIONS BY WRITTEN CONSENT. Any corporate action required or
permitted by the Articles of Incorporation, Bylaws, or the laws under which this
corporation is formed, to be voted upon or approved at a duly called meeting of
the directors, committee of directors, or shareholders may be accomplished
without a meeting if one or more unanimous written consents of the respective
directors or shareholders, setting forth the actions so taken, shall be signed,
either before or after the action taken, by all the directors, committee
members, or shareholders, as the case may be. Action taken by unanimous written
consent is effective when the last director or committee member signs the
consent, unless the consent specifies a later effective date. Action taken by
unanimous written consent of the shareholders is effective when all consents are
in possession of the corporation, unless the consent specifies a later effective
date.

    Section 2. MEETINGS BY CONFERENCE TELEPHONE. Members of the board of
directors, members of a committee of directors, or shareholders may participate
in their respective meetings by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation in a meeting by such
means shall constitute presence in person at such meeting.

                                      ARTICLE V

                                       OFFICERS

    Section 1. OFFICERS DESIGNATED. The officers of the corporation shall be a
president, one or more vice presidents (the number thereof to be determined by
the board of directors), a secretary, and a treasurer, each of whom shall be
elected by the board of directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the board of directors.
Any two or more offices may be held by the same person. The board of directors
may, in its discretion, elect a chairperson of the board of directors; and, if a
chairperson has been elected, the chairperson shall, when present, preside at
all meetings of the board of directors and the shareholders and shall have such
other powers as the board may prescribe.

    Section 2. ELECTION, QUALIFICATION AND TERM OF OFFICE. Each of the officers
shall be elected by the board of directors at each annual meeting of the board
of directors. Except as hereinafter provided, each of said officers shall hold
office from the date of his or her election until the next annual meeting of the
board of directors and until his or her successor shall have been duly elected
and qualified.

Bylaws                                                                  Page 6
<PAGE>

    Section 3. POWERS AND DUTIES

         (a) PRESIDENT. The president shall be the chief executive officer of
the corporation and, subject to the direction and control of the board of
directors, shall have general charge and supervision over its property,
business, and affairs. He or she shall, unless a chairperson of the board of
directors has been elected and is present, preside at meetings of the
shareholders and the board of directors.

         (b) VICE PRESIDENT. In the absence of the president or in the event of
the president's inability to act, the senior vice president shall act in the
president's place and stead and shall have all the powers and authority of the
president, except as limited by resolution of the board of directors.

         (c) SECRETARY. The secretary shall: (1) be responsible for preparing
minutes of the shareholders' and of the board of directors' meetings and keeping
all such minutes in one or more books provided for that purpose; (2) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (3) be custodian of the corporate records; (4) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (5) sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors; (6) have
general charge of the stock transfer books of the corporation; (7) authenticate
records of the corporation; and (8) 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 of directors.

         (d) TREASURER. Subject to the direction and control of the board of
directors, the treasurer shall have the custody, control, and disposition of the
funds and securities of the corporation and shall account for the same. At the
expiration of his or her term of office, the treasurer shall turn over to his or
her successor all property of the corporation in his or her possession.

    Section 4. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries, when authorized by the board of directors, may sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors. The assistant treasurers shall, respectively, if required by the
board of directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the board of directors shall determine. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.

    Section 5. REMOVAL. The board of directors shall have the right to remove
any officer whenever in its judgment the best interests of the corporation will
be served thereby. 

Bylaws                                                                  Page 7
<PAGE>

    Section 6. VACANCIES. The board of directors shall fill any office which
becomes vacant with a successor who shall hold office for the unexpired term and
until his or her successor shall have been duly elected and qualified.

    Section 7. SALARIES. The salaries of all officers of the corporation shall
be fixed by the board of directors.

                                      ARTICLE VI

                                  SHARE CERTIFICATES

    Section 1. ISSUANCE, FORM AND EXECUTION OF CERTIFICATES. No shares of the
corporation shall be issued unless authorized by the board. Such authorization
shall include the maximum number of shares to be issued, the consideration to be
received for each share, the value of noncash consideration, and a statement
that the board has determined that such consideration is adequate. Certificates
for shares of the corporation shall be in such form as is consistent with the
provisions of the Washington Business Corporation Act and shall state:

         (a) The name of the corporation and that the corporation is organized
under the laws of this state;

         (b) The name of the person to whom issued; and

         (c) The number and class of shares and the designation of the series,
if any, which such certificate represents.

They shall be signed by the president or vice president and by the secretary of
the corporation. Certificates may be issued for fractional shares. No
certificate shall be issued for any share until the consideration established
for its issuance has been paid.

    Section 2. TRANSFERS. Shares may be transferred by delivery of the
certificate therefor, accompanied either by an assignment in writing on the back
of the certificate or by a written power of attorney to assign and transfer the
same, signed by the record holder of the certificate. The board of directors
may, by resolution, provide that beneficial owners of shares shall be deemed
holders of record for certain specified purposes. Except as otherwise
specifically provided in these Bylaws, no shares shall be transferred on the
books of the corporation until the outstanding certificate therefor has been
surrendered to the corporation.

    Section 3. LOSS OR DESTRUCTION OF CERTIFICATES. In case of loss or
destruction of any certificate of shares, another may be issued in its place
upon proof of such loss or destruction and upon the giving of a satisfactory
indemnity bond to the corporation. A new certificate may be issued without
requiring any bond, when in the judgment of the board of directors it is proper
to do so.

Bylaws                                                                  Page 8
<PAGE>

                                     ARTICLE VII

                                   BOOKS AND RECORDS

    Section 1. BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER. The corporation
shall keep as permanent records minutes of all meetings of its shareholders and
board of directors, a record of all actions taken by the shareholders or board
of directors without a meeting, and a record of all actions taken by a committee
of the board of directors exercising the authority of the board of directors on
behalf of the corporation. The corporation shall maintain appropriate accounting
records. The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each. The corporation shall keep a copy
of the following records at its principal office: the Articles or Restated
Articles of Incorporation and all amendments to them currently in effect; the
Bylaws or Restated Bylaws and all amendments to them currently in effect; the
minutes of all shareholders' meetings, and records of all actions taken by
shareholders without a meeting, for the past three years; its financial
statements for the past three years, including the balance sheets and income
statements prepared pursuant to Section 3 of this Article VII; all written
communications to shareholders generally within the past three years; a list of
the names and business addresses of its current directors and officers, and its
most recent annual report delivered to the Secretary of State of the State of
Washington.

    Section 2. COPIES OF RESOLUTIONS. Any person dealing with the corporation
may rely upon a copy of any of the records of the proceedings, resolutions, or
votes of the board of directors or shareholders, when certified by the president
or secretary.

    Section 3. FINANCIAL STATEMENTS

         (a) Not later than four (4) months after the close of each fiscal
year, and in any event prior to the annual meeting of shareholders next
following the close of such fiscal year, the corporation shall prepare (i) a
balance sheet showing in reasonable detail the financial condition of the
corporation as of the close of such fiscal year, and (ii) an income statement
showing the results of its operation during such fiscal year. Such statements
may be consolidated or combined statements of the corporation and one or more of
its subsidiaries, as appropriate. If financial statements are prepared by the
corporation for any purpose on the basis of generally accepted accounting
principles, the annual statements must also be prepared, and disclose that they
are prepared, on that basis. If financial statements are prepared only on a
basis other than generally accepted accounting principles, they must be
prepared, and disclose that they are prepared, on the same basis as other
reports and statements prepared by the corporation for the use of others.

         (b) Upon written request, the corporation shall promptly mail to any
shareholder a copy of the most recent balance sheet and income statement. If
prepared for other purposes, the corporation shall also furnish upon written
request a statement of sources and applications of funds, and a statement of
changes in shareholders' equity, for the most recent fiscal year.

Bylaws                                                                  Page 9
<PAGE>

         (c) If the annual financial statements are reported upon by a public
accountant, the accountant's report must accompany them. If not, the statements
must be accompanied by a statement of the president or the person responsible
for the corporation's accounting records:

              (i) Stating the person's reasonable belief whether the statements
were prepared on the basis of generally accepted accounting principles and, if
not, describing the basis of preparation; and

             (ii) Describing any respects in which the statements were not
prepared on a basis of accounting consistent with the basis used for statements
prepared for the preceding year.

                                     ARTICLE VIII

                                 AMENDMENT OF BYLAWS

    The power to alter, amend, or repeal these Bylaws and adopt new Bylaws is
vested in the board, subject to repeal or change by action of the shareholders.

                                      ARTICLE IX

                                     FISCAL YEAR

    The fiscal year of the corporation shall be the twelve (12) month period as
set by resolution of the board from time to time.

                               CERTIFICATE OF ADOPTION

    The undersigned, being the secretary of Virtual SoftWorks, Inc., hereby
certifies that the foregoing is a true and correct copy of the Bylaws adopted by
resolution of the board of directors on February 26, 1996.




                                            /s/ Jeffrey S. Hussey
                                            ----------------------------------
                                            Jeffrey S. Hussey

Bylaws                                                                 Page 10
