Exhibit 3.3


            FILED
     IN THE OFFICE OF THE
   SECRETARY OF STATE OF THE
       STATE OF NEVADA

         JAN 11 1999

No. C6242-94
    ----------------------------
       /S/ DEAN HELLER
DEAN HELLER,  SECRETARY OF STATE


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                                RIGL CORPORATION

     We the undersigned Kevin L. Jones, President and Peter DeKrey, Secretary of
RIGL Corporation do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened,
held  on  the  11th  day of December, 1998, adopted a resolution to  restate the
               ----
Articles  of  Incorporation,: this certificate correctly sets forth  the text of
the  Articles  of  Incorporation  as  amended to the date of the certificate, to
read  as  follows:

          1.   Name.  The  name  of  the  corporation  is  RIGL Corporation (the
               ----
"Corporation").

          2.   Resident  Agent.  The  name  and  address of the initial resident
               ---------------
agent of the corporation is William L. Dempsey, 5405 W, Flamingo Rd., Las Vegas,
Nevada  89103.

          3.   Authorized Capital. The Corporation shall have authority to issue
               ------------------
50,000,000  shares  of  Common  Stock,  par value $.001 per share and 15,000,000
shares  of  Preferred  Stock,  par  value  $.001  per  share.

          4.   Preferred Stock.

               4.1.  Series.  The  board  of directors is authorized, subject to
                     ------
limitations  prescribed  by  law and these Articles of Incorporation, to provide
for  the  issuance  of  the shares of preferred stock in series, and by filing a
certificate  pursuant to the applicable law of the State of Nevada, to establish
from  time  to time the number of shares to be included in each such series, and
to  fix  the designation, voting powers, preferences and rights of the shares of
each  such  series  and the qualifications, limitations or restrictions thereof.

               4.2.  Rights  and  Limitations.  The  authority  of  the board of
directors  with respect to each series of preferred stock shall include, without
limitation,  determination  of  the  following:

                    (a)  The  number  of shares constituting that series and the
distinctive  designation  of  that  series;

                    (b)  The  dividend  rate  on  the  shares  of  that series,,
whether dividends shall be cumulative, and, if so, from which date or dates, and
the  relative  rights  of priority, if any, of payment of dividends on shares of
that  series;

                    (c)  Whether  that  series  shall  have  voting  rights,  in
addition  to  the  voting  rights  provided by law, and if so, the terms of such
voting  rights;


<PAGE>
                    (d)  Whether  that  series shall have conversion privileges,
and  if so, the terms and conditions of such conversion including provisions for
adjustment of the conversion rate in such events as the board of directors shall
determine;

                    (e)  Whether  or  not  the  shares  of  that series shall be
redeemable,  and  if  so, the terms and conditions of such redemption, including
the  date  or dates upon or after which they shall be redeemable, and the amount
per  share  payable in case of redemption, which amount may vary under different
conditions  and  at  different  redemption  dates;

                    (f)  Whether that series shall have a sinking  fund  for the
redemption or purchase of shares of that series, and if so, the terms and amount
of  such  sinking  fund;

                    (g)  The rights of the shares of that series in the event of
voluntary  or  involuntary  liquidation,  dissolution  or  winding  up  of  the
Corporation,  and  the relative rights of priority, if any, of payment of shares
of  that  series;  and

                    (h)  Any  other relative rights, preferences and limitations
of  that  series.

               4.3.  Dividends.  Dividends  on  outstanding  shares of preferred
                     ---------
stock  shall  be paid or declared and set apart for payment before any dividends
shall  be  paid  or declared and set apart for payment on the common shares with
respect  to  the  same  dividend  period.

               4.4.  Liquidation.  If  upon  any  voluntary  or  involuntary
                     -----------
liquidation,  dissolution or winding up of the Corporation, the assets available
for  distribution to holders of shares of preferred stock of all series shall be
insufficient  to pay such holders the full preferential amount to which they are
entitled,  then such assets shall be distributed ratably among the shares of all
series of preferred stock in accordance with the respective preferential amounts
(including  unpaid  cumulative  dividends, if any) payable with respect thereto.

          5.   Designation  of  Series  A  Convertible  Preferred  Stock.   In
               ---------------------------------------------------------
accordance  with  the  foregoing  Article FOURTH, the corporation shall have the
authority  to  issue  a  class of Preferred Stock which shall have the following
preferences,  voting  powers,  qualifications,  special  or  relative rights and
privileges:

               5.1. Designation and Amount.  The class of Preferred Stock of the
                    ----------------------
Corporation  authorized  as part of the Preferred Stock by this paragraph 5.1 of
Article  FIFTH  shall be designated as Series A Convertible Preferred Stock (the
"Series  A  Preferred  Stock"), and the number of shares constituting such class
shall  be  3,000,000.

               5.2. Dividends.  No dividends shall be declared and set aside for
                    ---------
any  shares  of  the  Series  A  Preferred  Stock.

               5.3. Liquidation,  Dissolution  or  Winding  Up.
                    ------------------------------------------


                                        2
<PAGE>
                    5.3.1.  In  the  event  of  any  voluntary  or  involuntary
liquidation,  dissolution or winding up of the Company, the holders of shares of
Series  A  Preferred  Stock then outstanding shall be entitled to be paid out of
the  assets of the Company available for distribution to its stockholders, after
and  subject to the payment in full of all amounts required to be distributed to
the  holders  of  any  other  class or series of stock of the Company ranking on
liquidation  prior  and  in  preference  to  the  Series  A  Preferred  Stock
(collectively  referred  to as "Senior Preferred Stock"), but before any payment
shall  be  made  to  the  holders  of  Junior Stock by reason of their ownership
thereof,  an  amount  equal to S1.50 per share of Series A Preferred Stock.   If
upon  any  such  liquidation,  dissolution  or  winding  up  of  the Company the
remaining  assets  of the Company available for distribution to its stockholders
shall  be  insufficient to pay the holders of shares of Series A Preferred Stock
the full amount to which they shall be entitled, the holders of shares of Series
A  Preferred  Stock  and  any  class  or series of stock (the "Preferred Stock")
ranking  on  liquidation,  on  a  parity with the Series A Preferred Stock shall
share  ratably  in  any  distribution  of  the remaining assets and funds of the
Company in proportion to the respective amounts which would otherwise be payable
in  respect  of  the  shares  held by them upon such distribution if all amounts
payable  on  or  with  respect  to  such  shares  were  paid  in  full.

                    5.3.2.  After  the  payment  of  all  preferential  amounts
required  to  be  paid  to  the  holders  of  Senior  Preferred  Stock  upon the
dissolution,  liquidation,  or  winding  up of the Company, all of the remaining
assets  and  funds of the Company available for distribution to its stockholders
shall  be distributed ratably among the holders of the Series A Preferred Stock,
such  other  series  of  Preferred  Stock  as  are  considered  as  similarly
participating, and the Common Stock, with each share of Series A Preferred Stock
being  deemed,  for  such purpose, to be equal to the number of shares of Common
Stock,  including  fractions  of  a  share,  into  which  such share of Series A
Preferred Stock is convertible immediately prior to the close of business on the
business  day  fixed  for  such  distribution.

               5.4. Voting.
                    ------

                    5.4.1.  Each  holder  of  outstanding  shares  of  Series  A
Preferred  Stock shall be entitled to the number of votes equal to the number of
whole  shares  of Common Stock into which the shares of Series A Preferred Stock
held  by  such holder are convertible (as adjusted from time to time pursuant to
Section 5.6 hereof), at each meeting of Stockholders of the Company (and written
actions of stockholders in lieu of meetings) with respect to any and all matters
presented  to the stockholders of the Company for their action or consideration.
Except  as  provided  by law, by the provisions of Subsection 5.4.2 below, or by
the  provisions  establishing  any  other  series of Preferred Stock, holders of
Series  A Preferred Stock and of any other outstanding series of Preferred stock
shall  vote  together  with  the  holders  of  Common  Stock  as a single class.

                    5.4.2.  The  Company  shall  not  amend,  alter  or  repeal
preferences, rights, powers or other terms of the Series A Preferred Stock so as
to affect adversely the Series A Preferred Stock, without the written consent or
affirmative  vote  of the holders of at least 66% of the then outstanding shares
of  Series  A  Preferred  Stock,  given  in  writing  or  by  vote at a meeting,
consenting  or  voting  (as  the  case  may  be) separately as a class. For this
purpose,  without limiting the generality of the foregoing, the authorization or
issuance  of  any  series  of  Preferred  stock  which  is  on  a  parity


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<PAGE>
with  or  has preference or priority over the Series A Preferred Stock as to the
right  to  receive  either  dividends or amounts distributable upon liquidation,
dissolution or winding up of the Company shall be deemed to affect adversely the
Series  A  Preferred  Stock.

               5.5  Option  Conversion.  The  holders  of the Series A Preferred
                    ------------------
Stock  shall  have  conversion  rights  as  follows  (the  "Conversion Rights"):

                    5.5.1.  Right  To Convert.  Each share of Series A Preferred
                            -----------------
Stock shall be convertible, at the option of the holder thereof, at any time and
from  time  to  time, into such number of fully paid and nonassessable shares of
Common  Stock  as  is  determined  by dividing $1.00 by the Conversion Price (as
defined  below)  in  effect  at  the time of conversion. The Conversion Price at
which  shares  of  Common Stock shall be deliverable upon conversion of Series A
Preferred  Stock  without  the payment of additional consideration by the holder
thereof  (the  "Conversion  Price")  shall  initially  be  $1.00.  Such  initial
Conversion  Price,  and the rate at which shares of Series A Preferred Stock may
be  converted  into  shares  of  Common Stock, shall be subject to adjustment as
provided  below,  In  the  event of a liquidation of the Company, the Conversion
Rights  shall terminate at the close of business on the first full day preceding
the  date  fixed  for the payment of any amounts distributable on liquidation to
the  holders  of  Series  A  Preferred  Stock.

                    5.5.2.  Fractional  Shares.  No  fractional shares of Common
                            ------------------
Stock  shall  be issued upon conversion of the Series A Preferred Stock. In lieu
of  fractional  shares,  the  Company  shall  pay  cash  equal  to such fraction
multiplied  by  the  then  effective  Conversion  Price.

                    5.5.3. Mechanics  of  Conversion.
                           -------------------------

                         5.5.3.1.  In  order  to  convert  shares  of  Series  A
Preferred  Stock  into  shares  of  Common Stock, the holder shall surrender the
certificate  or  certificates for such shares of Series A Preferred Stock at the
office  of  the transfer agent (or at the principal office of the Company if the
Company  serves  as  its  own transfer agent), together with written notice that
such  holder  elects  to  convert all or any number of the shares represented by
such  certificate or certificates. Such notice shall state such holder's name or
the  names  of  the  nominees  in  which  such  holder wishes the certificate or
certificates  for  shares  of  Common  Stock  to  be  issued. If required by the
Company,  certificates  surrendered  for  conversion  shall  be  endorsed  or
accompanied  by  a  written  instrument  or  instruments  of  transfer,  in form
satisfactory  to  the  Company, duly executed by the registered holder or his or
its  attorney  duly  authorized  in  writing.  The  date  or  receipt  of  such
certificates  and  notice  by  the  transfer  agent  or the Company shall be the
conversion  date  ("Conversion Date"),  The Company shall as soon as practicable
after  the  Conversion Date, issue and deliver at such office to such holder, or
to  his  nominees,  a  certificate  or  certificates for the number of shares of
Common  Stock  to which such holder shall be entitled together with cash in lieu
of  any  fraction  of  a  share.

                         5.5.3.2.  The  Company  shall at all times during which
the  Series  A  Preferred Stock shall be outstanding, reserve and keep available
out  of  its  authorized  but  unissued  stock, for the purpose of effecting the
conversion  of  the Series A Preferred Stock, such number of its duly authorized
shares  of  Common  Stock as shall from time to time be sufficient to effect the
conversion of all outstanding Series A Preferred Stock. Before taking any action
which  could  cause


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<PAGE>
an  adjustment  reducing  the  Conversion  Price below the then par value of the
shares  of  Common  Stock  issuable  upon  conversion for the Series A Preferred
Stock,  the  Company will take any corporate action which may, in the opinion of
its  counsel,  be  necessary  in  order that the Company may validly and legally
issue  fully  paid  and  nonassessable  shares  of Common Stock at such adjusted
Conversion  Price.

                         5.5.3.3.  All shares of Series A Preferred Stock, which
shall have been surrendered for conversion as herein provided shall no longer be
deemed  to  be outstanding and all rights with respect to such shares, including
the  rights, if any, to receive notices and to vote, shall immediately cease and
terminate  on  the Conversion Date, except only the right of the holders thereof
to  receive  shares of Common Stock in exchange therefor. Any shares of Series A
Preferred  Stock  so  converted  shall  be retired and canceled and shall not be
reissued,  and the Company may from time to time take such appropriate action as
may be necessary to reduce the number of shares of authorized Series A Preferred
Stock  accordingly.

                         5.5.3.4.  If  the  conversion  is in connection with an
underwritten  offer  of  securities registered pursuant to the Securities Act of
1933,  as  amended,  the  conversion  may  at the option of any holder tendering
Series A Preferred Stock for conversion be conditioned upon the closing with the
underwriter  of the sale of securities pursuant to such offering, in which event
the person(s) entitled to receive the Common Stock issuable upon such conversion
of  the  Series  A  Preferred  Stock  shall not be deemed to have converted such
Series  A  Preferred Stock until immediately prior to the closing of the sale of
securities.

                    5.5.4. Adjustment  to Conversion Price for Diluting Issues.
                           ---------------------------------------------------

                         5.5.4.1. Special  Definitions.  For  purposes  of  this
                                  --------------------
Subsection  5.5.4,  the  following  definitions  shall  apply:

                              5.5.4.1.1. "Option"  shall mean rights, options or
warrants  to  subscribe  for,  purchase  or  otherwise  acquire  Common Stock or
Convertible  Securities,  excluding  rights  or  options  granted  to employees,
directors  or  consultants  of the Company pursuant to an option plan adopted by
the Board of Directors to acquire up to that number of shares of Common Stock as
is  equal to 15% of the Common Stock outstanding (provided that, for purposes of
this Subsection 5.5.4.1.1, all shares of Common Stock issuable upon (1) exercise
of  options  granted or available for grant under plans approved by the Board of
Directors,  (2)  conversion  of  shares of Preferred Stock, or (3) conversion of
Preferred  Stock  issuable  upon  conversion  or  exchange  of  any  Convertible
Security,  shall  be  deemed  to  be outstanding), minus the total number of Key
Employee  Shares  (as  defined  below).

                              5.5.4.1.2. "Original  Issue  Date"  shall mean the
date  on  which  the  first  share  of Series A Preferred Stock is first issued.

                              5.5.4.1.3. "Convertible Securities" shall mean any
evidences  of  indebtedness,  shares  or other securities directly or indirectly
convertible  into  or  exchangeable  for  Common  Stock.


                                        5
<PAGE>
                              5.5.4.1.4. "Additional  Shares  of  Common  Stock"
shall  mean  all  shares  of  Common  Stock  issued  (or, pursuant to subsection
5.5.4.3.  below,  deemed  to  be issued) by the Company after the Original Issue
Date, other than Key Employee Shares (as defined below) and other than shares of
Common  Stock  issued  or  issuable;

                                   5.5.4.1.4.1. as a dividend or distribution on
Series  A  Preferred  Stock;

                                   5.5.4.1.4.2  by  reason  of a dividend, stock
split,  Additional  Shares  of Common Stock by the foregoing clause 5.5.4.1.4.1;

                                   5.5.4.1.4.3.  upon  the  exercise  of options
excluded  from  the  definition  of  "Option"  in  Subsection  5.5.4.1.1;  or

                                   5.5.4.1.4.4.  upon  conversion  of  shares of
Series  A  preferred  Stock.

                              5.5.4.1.5. "Key Employee Shares" shall mean shares
of  Common  Stock  issued to directors or key employees of or consultants to the
Company  pursuant  to a restricted stock plan or agreement approved by the Board
of Directors, up to that number of shares of Common Stock as is equal to fifteen
(15%)  percent  of  the Common Stock outstanding (provided that, for purposes of
this Subsection 5.5.4.1.5. all shares of Common Stock issuable upon (1) exercise
of  options  granted or available for grant under plans approved by the Board of
Directors,  (2)  conversion of shares of Preferred Stock, or (3) upon conversion
of  Preferred  Stock  issuable  upon  conversion  or exchange of any Convertible
Security,  shall  be deemed to be outstanding), minus the total number of shares
subject  to  or  issued  pursuant  to  options  excluded  from the definition of
"Option" in paragraph (A) above (subject to appropriate adjustment for any stock
dividend,  stock  split,  combination or similar recapitalization affecting such
shares).

                              5.5.4.1.6. "Rights  to  Acquire  Common stock" (or
"Rights")  shall  mean  all rights issued by the Company to acquire common stock
whatever  by  exercise  of warrant,  option or similar call or conversion of any
existing  instruments,  in  either case for consideration fixed, in amount or by
formula,  as  of  the  date  of  issuance.

                         5.5.4.2.  No  Adjustment  of  Conversion  Price.  No
                                   -------------------------------------
adjustment  in  the  number  of  shares  of Common Stock into which the Series A
Preferred  Stock  is  convertible shall be made, by adjustment in the applicable
conversion  Price  thereof:  (a)  unless the consideration per share (determined
pursuant  to  Subsection  5.5.3.5) below for an Additional Share of Common Stock
issued  or  deemed  to  be  issued  by  the  Company is less than the applicable
Conversion  Price  in effect on the date of, and immediately prior to, the issue
of  such  additional  shares,  or  (b)  if  prior  to such issuance, the Company
receives  written notice from the holders of at least 66 2/3% of the outstanding
shares  of  Series  A  Preferred Stock agreeing that no such adjustment shall be
made  as  the  result  of  the  issuance  of  Additional Shares of Common Stock.


                                        6
<PAGE>
                         5.5.4.3. Issue of Securities Deemed Issue of Additional
                                  ----------------------------------------------
Shares  of  Common Stock.  If the Company at any time or from time to time after
------------------------
the  Original  Issue  Date  shall issue any Options or Convertible Securities or
other  Rights  to  Acquire  Common  Stock,  then the maximum number of shares of
Common  Stock (as set forth in the instrument relating thereto without regard to
any  provision  contained  therein  for  a subsequent adjustment of such number)
issuable  upon  the  exercise  of  such  Options,  Rights  or,  in  the  case of
Convertible  Securities,  the  conversion  or  exchange  of  such  Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the  time  of  such issue, provided that Additional Shares of Common Stock shall
not be deemed to have been issued unless the consideration per share (determined
pursuant to Subsection 5.5.4.5 hereof) of such Additional Shares of Common Stock
would  be less than the applicable Conversion Price in effect on the date of and
immediately  prior  to  such issue, or such record date, as the case may be, and
provided  further  that  in  any  such case in which Additional Shares of Common
Stock  are  deemed  to  be  issued:

                              5.5.4.3.1. No further adjustment in the Conversion
Price shall be made upon the subsequent issue of shares of Common Stock upon the
exercise  of  such  Rights  or  conversion  or  exchange  of  such  Convertible
Securities;

                              5.5.4.3.2.  Upon  the expiration or termination of
any  unexercised  Option or Right, the Conversion Price shall not be readjusted,
but  the  Additional  Shares  of Common Stock deemed issued as the result of the
original  issue  of  such  Option  or  Right  shall not be deemed issued for the
purposes  of  any  subsequent  adjustment  of  the  Conversion  Price;  and

                              5.5.4.3.3.  In  the  event  of  any  change in the
number  of  shares  of  Common  Stock  issuable upon the exercise, conversion or
exchange  of  any  Option,  Right  or  Convertible  Security, including, but not
limited  to,  a  change resulting from the anti-dilution provisions thereof, the
Conversion Price then in effect shall forthwith be readjusted to such Conversion
Price  as would have obtained had the adjustment that was made upon the issuance
of  such  Option, Right or Convertible Security not exercised or converted prior
to  such  change  been  made  upon  the  basis  of  such  change, but no further
adjustment  shall  be made for actual issuance of Common Stock upon the exercise
or  conversion  of  any  such  Option,  Right  or  Convertible  Security.

                         5.5.4.4.  Adjustment  of Conversion Price upon Issuance
                                   ---------------------------------------------
of  Additional  Shares  of Common Stock.  If the Company shall at any time after
---------------------------------------
the  Original  Issue Date issue Additional Shares of Common Stock (other than in
the  acquisition  of  the  assets  of  capital  stock of another corporation but
including  Additional  Shares  of  Common  Stock deemed to be issued pursuant to
Subsection 5.5.4.3, but excluding shares issued as a dividend or distribution as
provided in Subsection 5.5.6 or upon a stock split or combination as provided in
Subsection  5.5.5),  without consideration or for a consideration per share less
than  the  applicable  Conversion Price in effect on the date of and immediately
prior  to  such  issue,  then  and in such event, such Conversion Price shall be
reduced,  concurrently  with  such  issue  to a price (calculated to the nearest
cent)  determined  by  multiplying  such  Conversion Price by a fraction (a) the
numerator of which shall be (1) the number of shares of Common Stock outstanding
immediately  prior  to  such issue plus (2) the number of shares of Common Stock
which  the  aggregate consideration received by the Company for the total number
of Additional Shares of Common Stock so issued would purchase at such Conversion
Price;


                                        7
<PAGE>
and  (b)  the  denominator  of which shall be (1) the number of shares of Common
Stock  outstanding  immediately  prior to such issue plus (2) the number of such
Additional  Shares of Common Stock so issued. Notwithstanding the foregoing, the
applicable Conversion Price shall not be reduced if the amount of such reduction
would  be an amount less than $.05, but any such amount shall be carried forward
and  reduction  with  respect  thereto made at the time of and together with any
subsequent  reduction  which,  together with such amount and any other amount or
amounts  so  carried  forward,  shall  aggregate  $.05  or  more.

                         5.5.4.5  Determination  of Consideration.  For purposes
                                  -------------------------------
of  this  Subsection  5.5.4,  the  consideration received by the Company for the
issue  of  any  Additional  Shares of Common Stock shall be computed as follows:

                              5.5.4.5.1.  Cash  and property: Such consideration
shall:

                                   5.5.4.5.1.1.  insofar as it consists of cash,
be  computed at the aggregate of cash received by the Company, excluding amounts
paid  or  payable  for  accrued  interest  or  accrued  dividends;

                                   5.5.4.5.1.2.  insofar  as  it  consists  of
property  other  than  cash, be computed at the fair market value thereof at the
time  of  such issue, as determined in good faith by the Board of Directors; and

                                   5.5.4.5.1.3.  in  the event Additional Shares
of  Common  Stock  are  issued together with other shares or securities or other
assets  of the Company for consideration which covers both, be the proportion of
such  consideration  so  received,  computed  as provided in clauses (1) and (2)
above,  as  determined  in  good  faith  by  the  Board  of  Directors.

                              5.5.4.5.2.  Options,  Rights  and  Convertible
                                          ----------------------------------
Securities.  The  consideration per share received by the Company for Additional
----------
Shares of Common Stock deemed to have been issued pursuant to Subsection 5.5.4,3
relating  to  Options, Rights and Convertible Securities, shall be determined by
dividing

     -    the  total  amount,  if  any, received or receivable by the company as
          consideration  for  the  issue  of such options, Rights or Convertible
          Securities,  plus  the  minimum  aggregate  amount  of  additional
          consideration  (as  set  forth  in  the  instruments relating thereto,
          without  regard  to  any  provision contained therein for a subsequent
          adjustment  of  such  consideration)  payable  to the Company upon the
          exercise of such Options, Rights or the conversion or exchange of such
          Convertible  Securities,  by

     -    the  maximum  number  of  shares  of Common Stock (as set forth in the
          instruments  relating  thereto,  without  regard  to  any  provision
          contained therein for a subsequent adjustment of such number) issuable
          upon  the  exercise  of  such options or the conversion or exchange of
          such  Convertible  Securities.


                                        8
<PAGE>
                    5.5.5. Adjustment for Stock Splits and Combinations.  If the
                           --------------------------------------------
Company  shall  at  any  time or from time to time after the Original Issue Date
effect  a subdivision of the outstanding Common Stock, the Conversion price then
in  effect  immediately  before  that  subdivision  shall  be  proportionately
decreased.  If  the  Company  shall  at  any time or from time to time after the
original  Issue  Date  combine  the  outstanding  shares  of  Common  Stock, the
Conversion  Price  then  in  effect  immediately before the combination shall be
proportionately  increased.  Any  adjustment  under  this paragraph shall become
effective  at  the close of business on that date the subdivision or combination
becomes  effective.

                    5.5.6.  Adjustment  for Certain Dividends and Distributions.
                            ---------------------------------------------------
In  the  event  the Company at any time, or from time to time after the Original
Issue  Date  shall  make  or  issue, a dividend or other distribution payable in
Additional  Shares  of  Common Stock, then and in each such event the Conversion
Price  shall  be  decreased  as of the time of such issuance, by multiplying the
Conversion  Price  by  a  fraction:

     -    the  numerator  of which shall be the total number of shares of Common
          Stock  issued  and  outstanding  immediately prior to the time of such
          issuance,  and

     -    the denominator of which shall be the total number of shares of Common
          Stock  issued  and  outstanding  immediately prior to the time of such
          issuance this the number of shares of Common Stock issuable in payment
          of  such  dividend  or  distribution.

                    5.5.7. Adjustments_for_0ther Dividends and Distributions. In
the  event the Company at any time or from time to time after the Original Issue
Date  shall make or issue a dividend or other distribution payable in securities
of  the  Company  other than shares of Common Stock, then and in each such event
provision  shall be made so that the holders of shares of the Series A Preferred
Stock  shall receive upon conversion thereof in addition to the number of shares
of  Common  Stock  receivable thereupon, the amount of securities of the Company
that  they would have received had their Series A Preferred Stock been converted
into  Common  Stock  on  the  date  of such event and had thereafter, during the
period  from  the  date  of  such  event  to  and including the conversion date,
retained  such  securities  receivable  by  them as aforesaid during such period
given  application  to all adjustments called for during such period, under this
paragraph  with  respect  to the rights of the holders of the Series A Preferred
Stock.

                    5.5.8.  Adjustment  for  Reclassification,  Exchange,  or
                            -------------------------------------------------
Substitution.  If  the Common Stock issuable upon the conversion of the Series A
------------
Preferred  Stock  shall be changed into the same or a different number of shares
of  any  class  or  classes  of  stock,  whether  by  capital  reorganization,
reclassification,  or  otherwise  (other  than  a  subdivision or combination of
shares  or  stock  dividend  provided  for  above,  or a reorganization, merger,
consolidation,  or  sale  of  assets for below), then and in each such event the
holder of each share of Series A Preferred Stock shall have the right thereafter
to  convert  such  share  into  the kind and amount of shares of stock and other
securities  and  property receivable upon such reorganization, reclassification,
or  other  change, by holders of the number of shares of Common Stock into which
such  shares  of  Series  A  Preferred


                                        9
<PAGE>
Stock  might  have  been  converted  immediately  prior  to such reorganization,
reclassification,  or  change,  all  subject  to  further adjustment as provided
herein.

                    5.5.9.  Adjustment  for  Merger  or Reorganization, etc.  In
                            -----------------------------------------------
case  of  any  consolidation  or  merger  of  the  Company  with or into another
corporation or the sale of all or substantially all of the assets of the Company
to  another  corporation.

                         5.5.9.1.  if  the  surviving  entity  shall  consent in
writing to the following provisions,-then each share of Series A Preferred Stock
shall  thereafter  be convertible into the kind and amount of shares of stock or
other  securities  or  party to which a holder of the number of shares of Common
Stock  of  the  Company  deliverable  upon conversion of such Series A Preferred
Stock  would have been entitled upon such consolidation, merger or sale; and, in
such  case,  appropriate adjustment (as determined in good faith by the Board of
Directors)  shall  be made in the application for the provisions in this Section
5.5  set forth with respect to the rights and interest thereafter of the holders
of  the  Series  A  Preferred Stock, to the end that the provisions set forth in
this  Section  5.5  (including  provisions  with respect to changes in and other
adjustments  of  the Conversion Price) shall thereafter be applicable, as nearly
as  reasonably  may  be,  in  relation  to any shares of stock or other property
thereafter  deliverable  upon the conversion of the Series A Preferred Stock; or

                         5.5.9.2.  if the surviving entity shall not so consent,
then  each  holder  of  Series  A  Preferred  stock may, after receipt of notice
specified  in Subsection 5.5.9.1, elect to convert such Stock into Common Shares
as  provided  in  this  Section 5.5 or to accept the distributions to which such
holder  shall  be  entitled  under  Section  5.3.

                    5.5.10.  No  Impairment.  The Company will not, by amendment
                             --------------
of  its  Articles  of  Incorporation  or through any reorganization, transfer of
assets,  consolidation,  merger, dissolution, issue or sale of securities or any
other  voluntary action, avoid or seek to avoid the observance or performance of
any  of the terms to be observed or performed hereunder by the Company, but will
at  all  times in good faith assist in the carrying out of all the provisions of
this  Section  5,5  and  in the taking of all such action as may be necessary or
appropriate  in  order  to  protect  the Conversion Rights of the holders of the
Series  A  Preferred  Stock  against  impairment,

                    5.5.11.  Certificate as to Adjustments.  Upon the occurrence
                             -----------------------------
of  each  adjustment  or  readjustment  of the Conversion Price pursuant to this
Section  5.5., the Company at its expense shall promptly compute such adjustment
or  readjustment in accordance with the terms hereof and furnish to each holder,
if  any, of Series A Preferred Stock a certificate setting forth such adjustment
or  readjustment  and  showing in detail the facts upon which such adjustment or
readjustment  is  based  and  shall  file  a  copy  of such certificate with its
corporate  records.  The  Company shall, upon the written request at any time of
any holder of Series A Preferred Stock, furnish or cause to be furnished to such
holder  a  similar  certificate  setting  forth  (1)  such  adjustments  and
readjustment,  (2)  the  Conversion  Price then in effect, and (3) the number of
shares  of  Common  Stock  and  the amount, if any, of other property which then
would  be received upon the conversion of Series A Preferred Stock. Despite such
adjustment  or  readjustment,  the  form of each or all Series A Preferred Stock
Certificates, If the same shall reflect the initial or any subsequent conversion
price,  need  not  be


                                       10
<PAGE>
changed in order for the adjustments or readjustments to be valued in accordance
with  the  provisions  of  this Certificate of Designation, which shall control.

                    5.5.12.  Notice  of  Record  Date.  In  the  event:

                         5.5.12.1.  that the Company declares a dividend (or any
other  distribution)  on  its  Common  Stock  payable  in  Common Stock or other
securities  of  the  Company;

                         5.5.12.2.  that  the Company subdivides or combines its
outstanding  shares  of  Common  Stock;

                         5.5.12.3.  of  any reclassification of the Common Stock
of  the  Company  (other  than  a  subdivision or combination of its outstanding
shares of Common Stock or a stock dividend or stock distribution thereon), or of
any  consolidation or merger of the Company into or with another corporation, or
of  the  sale  of  all  or  substantially  all  of the assets of the Company; or

                         5.5.12.4.  of the involuntary or voluntary dissolution,
liquidation  or  winding  up  of  the Company then the Company shall cause to be
filed  at  its  principal  office  or at the office of the transfer agent of the
Series  A  Preferred  Stock  and  shall cause to be mailed to the holders of the
Series  A Preferred Stock at their last addresses as shown on the records of the
Company  or  such  transfer  agent,  at  least ten days prior to the record date
specific  in  (A) below or twenty days before the date specified in (B) below, a
notice  stating

                         5.5.12.5.  the  record  date  of  such  dividend,
distribution,  subdivision  or  combination, or, if a record is not to be taken,
the  date  as  of  which the holders of Common Stock of record to be entitled to
such  dividend, distribution subdivision or combination are to be determined, or

                         5.5.12.6.  the  date  on  which  such reclassification,
consolidation,  merger, sale, dissolution, liquidation or winding up is expected
to  become  effective,  and  the date as of which it is expected that holders of
Common  Stock  of  record  shall  be entitled to exchange their shares of Common
Stock  for  securities or other property deliverable upon such reclassification,
consolidation,  merger,  sale,  dissolution  or  winding  up.

               5.6  Mandatory  Conversion.
                    ---------------------

                    5.6.1.  The  Company  shall  convert  all shares of Series A
Preferred  Stock  then  outstanding  into  shares  of  Common Stock, at the then
effective  conversion  rate  pursuant to Section 5.5, on (1,) the closing of the
sale  of shares of Common Stock in a fully underwritten public offering pursuant
to  an  effective  registration  statement  under the Securities Act of 1933, as
amended,  other  than a registration relating solely to a transaction under Rule
145  under such Act (or any successor thereto) or to an employee benefit plan of
the  Company,  underwritten  by  a  underwriter  of  national


                                       11
<PAGE>
reputation,  resulting  in at least 55,000,000 of gross proceeds to the Company,
or (2), the conversion into Common Stock of a majority of the outstanding shares
of  Series  A  Preferred  Stock.

                    5.6.2. All holders of record of shares of Series A Preferred
Stock  then  outstanding will be given at least 10 days' prior written notice of
the  date  fixed and the place designated for mandatory or special conversion of
all  such shares of Series A Preferred, Stock pursuant to this Section 5.6. Such
notice  will be sent by first-class or registered mail, postage prepaid, to each
record holder of Series A Preferred Stock at such holder's address last shown on
the  records  of  the  transfer  agent  for the Series A Preferred Stock (or the
records  of  the  Company,  if  it  serves  as  its  own  transfer  agent).

               5.7. Redemption  of  the  Series  A  Preferred  Stock.
                    ------------------------------------------------

                    5.7.1.  If,  on  August  31,  2006,  any  shares of Series A
Preferred  Stock  shall be then outstanding, the Company shall have the right to
redeem  (unless  otherwise  prevented  by  law) all (but not less than all) such
outstanding  shares  at  an  amount  per  share  equal  to $1.00 (the "Mandatory
Redemption  Price").

                    5.7.2.  Sixty  days  prior  notice  by  the  Company  of the
exercise  of  the  redemption  option  pursuant to Section 5.7J shall be sent by
first-class certified mail, postage prepaid and return receipt requested, by the
Company  to the holders of the shares of Series A Preferred Stock to be redeemed
at  their  respective  addresses  as  the  same shall appear on the books of the
Company.

                    5.7.3.  On  or  prior  to  each Redemption Date, the Company
shall  deposit  the  Redemption  Price of all shares of Series A Preferred Stock
designated  for  redemption  in the redemption notice and not yet redeemed, with
irrevocable  instructions  and authority to the bank or trust corporation to pay
the Redemption Price for such shares to their respective holders on or after the
Redemption  Date  upon  receipt  of such notification from the Company that such
holder  has surrendered his share certificate to the Company pursuant to Section
5.7.2  above.  As  of  the  Redemption  Date,  the deposit shall constitute full
payment  of  the shares to their holders, and from and after the Redemption Date
the  shares so called for redemption shall be redeemed and shall be deemed to be
no  longer  outstanding,  and the holders thereof shall cease to be stockholders
with respect to such shares and shall have no rights with respect thereto except
the  rights  to  receive  from  the  bank  or  trust  corporation payment of the
Redemption  Price  of  the  shares,  without  interest,  upon surrender of their
certificates  therefor.  Such  instructions  shall  also provide that any moneys
deposited  by  the  Company pursuant to this Section 5.7.3 for the redemption of
shares  thereafter  converted into shares of the Company's Common Stock pursuant
to  Section  5.7.5  hereof prior to the Redemption Date shall be returned to the
Company  forthwith  upon such conversion. The balance of any moneys deposited by
the Company pursuant to this Section 5.7.3 remaining unclaimed at the expiration
of  two  (2) years following the Redemption Date shall thereafter be returned to
the  Company  upon  its  request  expressed  in  a  resolution  of  its Board of
Directors.

                    5.7.4.  If  upon the Mandatory Redemption Date the assets of
the  Company  available  for  redemption  arc insufficient to pay the holders of
outstanding  shares  of  Series  A


                                       12
<PAGE>
Preferred  Stock  the  full  amounts to which they are entitled, such holders of
shares  of  Series  A  Preferred  Stock  shall  share  ratably  according to the
respective  amounts  which  would  be  payable  in  respect of such shares to be
redeemed  by  the  holders thereof, if all amounts payable on or with respect to
such  shares  were  paid  in  full.

                    5.7.5. Optional  Redemption.
                           --------------------

                         5.7.5.1.  Upon  the occurrence of any Option Redemption
Event  the  Company  will,  by notice given to each holder of Series A Preferred
Stock, offer to redeem all (but not fewer than all) shares of Series A Preferred
Stock  then  owned  by  such holder at the Mandatory Redemption Price, except as
otherwise  provided  in  Subsection  5.7.5.3.2  below,

                         5.7.5.2.  Upon  receipt  of  a notice given pursuant to
Section 5.7.5.1, each holder of Series A Preferred Stock shall have the right to
accept  such  offer  by  tendering  such  holder's  shares  to  the  Company for
redemption,  at  an address to be set forth in such notice, at any time prior to
5:00  p.m.  Phoenix,  Arizona  time  on the 15th day following the making of the
offer  to  redeem  by  notice  given  as  described  herein.

                         5.7.5.3.  The  following  shall  be Optional Redemption
Events:

                              5.7.5.3.1.  the failure, for any reason beyond the
reasonable  control  of  the  Company,  of  the Company to have received a total
consideration  of at least $1,000,000 in respect of the sale of shares of Series
A  Preferred  Stock before June 30, 1997; provided, however, that if, through no
fault  of  the  Company,  a  purchaser who has subscribed for shares of Series A
Preferred  Stock fails to purchase the number of Series A Preferred Stock it has
subscribed  for,  the  Company shall have 90 days from the date of notice to the
Company  of  such  failure or refusal to find a qualified replacement purchaser;

                              5.7.5.3.2.  the failure, for any reason beyond the
reasonable  control  of  the  Company, to have closed a sale of shares of Common
Stock  in  a  fully  underwritten  public  offering  pursuant  to  an  effective
registration  statement under the Securities Act of 1933, as amended, other than
a  registration  relating  solely to a transaction under Rule 145 under such Act
(or  any  successor  thereto)  or  to  an  employee benefit plan of the Company,
underwritten  by  a  underwriter  of  national reputation, resulting in at least
35,000,000  of  gross  proceeds  to  the  Company  (an "IPO Closing"); provided,
however, that the Company shall pay a multiple of the Mandatory Redemption Price
as  follows:

                                   5.7.5.3.2.1. 125% of the Mandatory Redemption
Price  if  an  IPO  Closing  shall not have occurred prior to February 28, 1997;

                                   5.7.5.3.2.2. 135% of the Mandatory Redemption
Price  if  an  IPO  Closing shall not have occurred prior to August 31,1997; and

                                   5.7.5.3.2.3. 150% of the Mandatory Redemption
Price  if  an  IPO  Closing  shall not have occurred prior to February 28, 1998.


                                       13
<PAGE>
                              5.7.5.3.3.  the occurrence of a Change of Control,
which  shall  be  deemed  to  have  occurred  if:

                                   5.7.5.3.3.1.  any  person or group of related
or affiliated persons shall have become the beneficial owner or owners of 40% or
more  of  the outstanding voting stock of the Company; provided, that beneficial
ownership  of Series A Preferred Stock shall not be given effect toward counting
a  person's  or  group  of  related or affiliated persons' beneficial ownership;

                                   5.7.5.3.3.2.  there  shall  have  occurred  a
merger  or  consolidation  in  which the Company is not the survivor or in which
holders  of  Common  Stock  of the Company shall have become entitled to receive
cash,  securities of the Company other than voting Common Stock or securities of
any  other  person;

                                   5.7.5.3.3.3.  at  any  time a majority of the
members  of  the  Board  of  Directors  of the Company shall be persons who were
elected  at  one or more meetings held, or by one or more consents given, by the
stockholders  of the Company during the preceding twelve months and who were not
members  of  the  Board  of  Directors  twelve  months  prior  to  that time; or

                                   5.7.5.3.3.4.  if  the  Company shall take any
action referred to in Section 5,3.1 without having obtained the required consent
of  the  holders  of  Series  A  Preferred  Stock.

                    5.7.6  Cancellation of Redeemed Stock.  Any shares of Series
                           ------------------------------
A Preferred Stock redeemed pursuant to this Section or otherwise acquired by the
Company  in  any  manner  whatsoever  shall  be canceled and shall not under any
circumstances  be  reissued;  the  Company  may  from  time  to  time  take such
appropriate  corporate  action  as  may  be  necessary to reduce accordingly the
number  of  authorized  shares  of  the  Company's  capital  stock.

                    5.7.7.  The  Company  will  not,  and  will  not  permit any
subsidiary  of  the  Company  to,  purchase  or  acquire  any shares of Series A
Preferred Stock otherwise than pursuant to (1) the terms of this Section, or (2)
an  offer  made  on the same terms to all holders of Series A Preferred Stock at
the  time  outstanding.

                    5.7.8.  Anything  contained  in  this  Section  5.7  to  the
contrary  notwithstanding,  the holders of shares of Series A Preferred Stock to
be redeemed in accordance with this Section shall have the right, exercisable at
any  time  up to the close of business on the applicable redemption date (unless
the  Company  is  legally prohibited from redeeming such shares on such date, in
which  event  such  right  shall  be exercisable until the removal of such legal
disability),  to convert all or any part of such shares to be redeemed as herein
provided  into  shares  of  Common  Stock  pursuant  to  Section  5,6  hereof.


                                       14
<PAGE>
          6. Designation of Series B Convertible Preferred Stock.  In accordance
             ---------------------------------------------------
with  the  foregoing Article FOURTH, the corporation shall have the authority to
issue  a  class  of  Preferred Stock which shall have the following preferences,
voting  powers,  qualifications,  special  or  relative  rights  and privileges:

               6.1. Designation and Amount.  The class of Preferred Stock of the
                    ----------------------
Corporation  authorized  as part of the Preferred Stock by this paragraph 6.1 of
Article SIXTH shall be designated as Series B Convertible Preferred Stock, $.001
par  value,  (the  "Series  B  Preferred  Stock"),  and  the  number  of  shares
constituting  such  class  shall  be  2,500,000.

               6.2. Dividends.  No dividends shall be declared and set aside for
                    ---------
any  shares  of  the  Series  B  Preferred  Stock.

               6.3. Liquidation,  Dissolution  or  Winding  Up.
                    ------------------------------------------

                    6.3.1.  In  the  event  of  any  voluntary  or  involuntary
liquidation,  dissolution or winding up of the Company, the holders of shares of
Series  B  Preferred  Stock then outstanding shall be entitled to be paid out of
the  assets of the Company available for distribution to its stockholders, after
and subject to the payment in full of all amounts required to be distributed, to
the  holders  of  any  other  class or series of stock of the Company ranking on
liquidation  prior  and  in  preference  to  the  Series  B  Preferred  Stock
(collectively  referred  to  as  "Senior  Preferred  Stock").

                    6.3.2.  After  the  payment  of  all  preferential  amounts
required  to  be  paid  to  the  holders  of  Senior  Preferred  Stock  upon the
dissolution,  liquidation,  or  winding  up of the Company, all of the remaining
assets  and  funds of the Company available for distribution to its stockholders
shall  be distributed ratably among the holders of the Series B Preferred Stock,
such  other  series  of  Preferred  Stock  as  are  considered  as  similarly
participating, and the Common Stock, with each share of Series B Preferred Stock
being  deemed,  for  such purpose, to be equal to the number of shares of Common
Stock,  including  fractions  of  a  share,  into  which  such share of Series B
Preferred Stock is convertible immediately prior to the close of business on the
business  day  Fixed  for  such  distribution.

               6.4. Voting.
                    ------

                    6.4.1.  Each  holder  of  outstanding  shares  of  Series  B
Preferred  Stock shall be entitled to the number of votes equal to the number of
whole  shares  of Common Stock into which the shares of Series B Preferred Stock
held  by  such holder are convertible (as adjusted from time to time pursuant to
Section 6.5 hereof), at each meeting of stockholders of the Company (and written
actions of stockholders in lieu of meetings) with respect to any and all matters
presented  to the stockholders of the Company for their action or consideration.
Holders  of  Series  B  Preferred Stock shall vote separately as a single class;
provided, however, that at any time there are less than 400,000 shares of Series
B  Preferred  Stock  outstanding,  the holders of Series B Preferred Stock shall
vote  together  with  the holders of Common Stock, and such holders of any other
series of Preferred Stock as vote with such holders of Common Stock, as a single
class.


                                       15
<PAGE>
                    6.4.2.  The  Company  shall  not  amend,  alter  or  repeat
preferences, rights, powers or other terms of the Series B Preferred Stock so as
to affect adversely the Series B Preferred Stock, without the written consent or
affirmative  vote  of the holders of at least 66% of the then outstanding shares
of  Series  B  Preferred  Stock,  given  in  writing  or  by  vote at a meeting,
consenting  or  voting  (as  the  case  may  be) separately as a class. For this
purpose,  without limiting the generality of the foregoing, the authorization of
any new series of Preferred Stock which is on a parity with or has preference or
priority  over  the  Series  B Preferred Stock as to the right to receive either
dividends  or  amounts distributable upon liquidation, dissolution or winding up
of the Company shall be deemed to affect adversely the Series B Preferred Stock.

               6.5  Option  Conversion.  The  holders  of the Series B Preferred
                    ------------------
Stock  shall  have  conversion  rights  as  follows  (the  "Series  B Conversion
Rights"):

                    6.5.1.  Right  to  Convert.  Fifty-percent  of the shares of
                            ------------------
Series  R Stock of each holder of such stock shall be convertible, at the option
of the holder thereof, at any time up to the first anniversary of, and from time
to time after, the Primary Trigger Event (as defined below) shall have occurred,
into  such  number  of fully paid and nonassessable shares of Common Stock as is
determined by dividing $1.00 by the Series B Conversion Price (as defined below)
in  effect  at  the  time  of conversion. Each share of Series B Preferred Stock
shall be convertible, at the option of the holder thereof, at any time up to the
first  anniversary  of, and from time to time after, the Secondary Trigger Event
(as  defined  below)  shall  have  occurred,  into such number of fully paid and
nonassessable  shares  of Common Stock as is determined by dividing $1.00 by the
Series  B  Conversion  Price  in effect at the time of conversion. Each share of
Series  B  Preferred  Stock  outstanding  as  of  November  30,  2003  shall  be
convertible, at the option of the holder thereof, into such number of fully paid
and  nonassessable shares of Common Stock as is determined by dividing $10.00 by
the  Series  B  Conversion  Price  in  effect  at  the  time  of conversion. The
conversion  price  at  which  shares  of  Common Stock shall be deliverable upon
conversion  of  Series  B  Preferred  Stock  without  the  payment of additional
consideration  by  the  holder  thereof  (the "Series B Conversion Price") shall
initially  be  $1,00.  Such  initial  Series B Conversion Price, and the rate at
which  shares of Series B Preferred Stock may be converted into shares of Common
Stock,  shall  be  subject  to  adjustment  as provided below. In the event of a
liquidation  of  the  Company, the Series B Conversion Rights shall terminate at
the  close  of  business  on the first full day preceding the date fixed for the
payment  of  any amounts distributable on liquidation to the holders of Series B
Preferred  Stock.  For  purposes hereof, the "Primary Trigger Event" shall occur
when the Market Price (as defined below) per share of Common Stock reaches $5.00
or  higher. The "Secondary Trigger Event" shall occur when either the cumulative
after  tax  earnings  of  the  Corporation reaches 15,000,000 or when the Market
Price  per  share of Common Stock reaches $7.50 or higher, "Market Price" means,
with  respect  to  any  securities  on  a given date, the average of the Closing
Prices  for  30  consecutive  Trading Days ending on the Trading Day immediately
preceding  the  date in question. As used herein, "Closing Price" means the last
reported  sale  price  regular  way or, in case no such sale takes place on such
day,  the  average  of the reported closing bid and asked prices regular way, in
either  case  as  reported  on the New York Stock Exchange Composite Tape or, if
such  sale or sales, as applicable, are not so reported, the reported last sales
price  regular  way or, if no, such sale takes place on such day, the average of
the  reported  closing  bid  and asked prices regular way, in either case on the
principal  national  securities  exchange on which such securities are listed or
admitted  to


                                       16
<PAGE>
trading,  or  if  not  listed  or admitted to trading on any national securities
exchange, on the National Association of Securities Dealers Automated Quotations
National  Market  System (the "NMS") or, if not listed or admitted to trading on
any  national  securities  exchange  or  quoted  OB  the NMS, the average of the
closing  bid and asked prices in the over-the-counter market as furnished by any
New  York  Stock  Exchange member firm selected by the Company for that purpose.
"Trading  Day" means each Monday, Tuesday, Wednesday, Thursday and Friday, other
than  any  day  on  which  securities are not traded on such exchange or in such
market. If such securities are not listed or admitted to trading on any national
securities exchange, quoted on the NMS or traded in the over-the-counter market,
the  "Market  Price"  per share on any date will be deemed to be the fair market
value  thereof.

                    6.5.2.  Fractional  Shares.  No  fractional shares of Common
                            ------------------
Stock  shall  be issued upon conversion of the Series B Preferred Stock. In lieu
of  fractional  shares,  the  Company  shall  pay  cash  equal  to such fraction
multiplied  by  the  then  effective  Series  B  Conversion  Price.

                    6.5.3.  Mechanics  of  Conversion.
                            -------------------------

                         6.5.3.1.  In  order  to  convert  shares  of  Series  B
Preferred  Stock  into  shares  of  Common Stock, the holder shall surrender the
certificate  or  certificates for such shares of Series B Preferred Stock at the
office  of  the transfer agent (or at the principal office of the Company if the
Company  serves as its own transfer agent with respect to the Series B Preferred
Stock),  together  with written notice that such holder elects to convert all or
any  number  of the shares represented by such certificate or certificates. Such
notice shall state such holder's name or the names of the nominees in which such
holder  wishes  the certificate or certificates for shares of Common Stock to be
issued.  If  required  by  the  Company, certificates surrendered for conversion
shall  be  endorsed  or  accompanied  by a written instrument or installments of
transfer,  in  form satisfactory to the Company, duly executed by the registered
holder or his or its attorney duly authorized in writing. The date or receipt of
such  certificates  and notice by the transfer agent or the Company shall be the
conversion  date ("Conversion Date").   The Company shall as soon as practicable
after  the  Conversion Date, issue and deliver at such office to such holder, or
to  his  nominees,  a  certificate  or  certificates for the number of shares of
Common  Stock  to which such holder shall be entitled together with cash in lieu
of  any  fraction  of  n  share.

                         6.5.3.2.  The  Company  shall at all times during which
the  Series  B  Preferred Stock shall be outstanding, reserve and keep available
out  of  its  authorized  but  unissued  stock, for the purpose of effecting the
conversion  of  the Series B Preferred Stock, such number of its duly authorized
shares  of  Common  Stock as shall from time to time be sufficient to effect the
conversion of all outstanding Series B Preferred Stock. Before taking any action
which could cause an adjustment reducing the Series B Conversion Price below the
then  par  value  of the shares of Common Stock issuable upon conversion for the
Series  B Preferred Stock, the Company will take any corporate action which may,
in  the  opinion  of  its  counsel,  be  necessary in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock at
such  adjusted  Series  B  Conversion  Price.


                                       17
<PAGE>
                         6.5.3.3.  All shares of Series B Preferred Stock, which
shall have been surrendered for conversion as herein provided shall no longer be
deemed  to  be outstanding and all rights with respect to such shares, including
the  rights, if any, to receive notices and to vote, shall immediately cease and
terminate  on  the Conversion Date, except only the right of the holders thereof
to  receive  shares of Common Stock in exchange therefor. Any shares of Series B
Preferred  Stock  so  converted  shall  be retired and canceled and shall not be
reissued,  and the Company may from time to time take such appropriate action as
may be necessary to reduce the number of shares of authorized Series B Preferred
Stock  accordingly.

                         6.5.3.4.  If  the  conversion  is in connection with an
underwritten  offer  of  securities registered pursuant to the Securities Act of
1933,  as  amended,  the  conversion  may  at the option of any holder tendering
Series E Preferred Stock for conversion be conditioned upon the closing with the
underwriter  of the sale of securities pursuant to such offering, in which event
the person(s) entitled to receive the Common Stock issuable upon such conversion
of  the  Series  B  Preferred  Stock  shall not be deemed to have converted such
Series  B  Preferred Stock until immediately prior to the closing of the sale of
securities.

                    6.5.4.  Adjustment  to Conversion Price for Diluting Issues.
                            ---------------------------------------------------

                         6.5.4.1.  Special  Definitions.  For  purposes  of this
                                   --------------------
Subsection  6.5.4,  the  following  definitions  shall  apply:

                              6.5.4.1.1.  "Option" shall mean rights, options or
warrants  to  subscribe  for,  purchase  or  otherwise  acquire  Common Stock or
Convertible  Securities,  excluding  rights  or  options  granted  to employees,
directors  or  consultants  of the Company pursuant to an option plan adopted by
the Board of Directors to acquire up to that number of shares of Common Stock as
is  equal to 15% of the Common Stock outstanding (provided that, for purposes of
this Subsection 6.5.4.1.1, all shares of Common Stock issuable upon (1) exercise
of  options  granted or available for grant under plans approved by the Board of
Directors,  (2)  conversion  of  shares of Preferred Stock, or (3) conversion of
Preferred  Stock  issuable  upon  conversion  or  exchange  of  any  Convertible
Security,  shall  be  deemed  to  be outstanding), minus the total number of Key
Employee  Shares  (as  defined  below).

                              6.5.4.1.2. "Original  Issue  Date"  shall mean the
date  on  which  the  first  share  of Series B Preferred Stock is first issued.

                              6.5.4.1.3. "Convertible Securities" shall mean any
evidences  of  indebtedness,  shares  or other securities directly or indirectly
convertible  into  or  exchangeable  for  Common  Stock.

                              6.5.4.1.4. "Additional  Shares  of  Common  Stock"
shall  mean  all shares of Common Stock issued by the Company after the Original
Issue  Date,  other  than  Key Employee Shares (as defined below) and other than
shares  of  Common  Stock  issued  or  issuable;


                                       18
<PAGE>
                                   6.5.4.1.4.1. as a dividend or distribution on
Series  B  Preferred  Stock;

                                   6.5.4.1.4.2. by  reason  of a dividend, stock
split,  split-up  or  other distribution on shares of Common Stock excluded from
the  definition  of  Additional  Shares  of Common Stock by the foregoing clause
6.5.4.1.4.1;

                                   6.5.4.1.4.3.  upon  the  exercise  of options
excluded  from  the  definition  of  "Option"  in  Subsection  6.5  A  1.1;  or

                                   6.5.4.1.4.4.  upon  conversion  of  shares of
Series  B  Preferred  Stock.

                              6.5.4.1.5. "Key Employee Shares" shall mean shares
of  Common  Stock  issued to directors or key employees of or consultants to the
Company  pursuant  to a restricted stock plan or agreement approved by the Board
of Directors, up to that number of shares of Common Stock as is equal to fifteen
(15%)  percent  of  the Common Stock outstanding (provided that, for purposes of
this Subsection 6.5.4.1.5. all shares of Common Stock issuable upon (1) exercise
of  options  granted or available for grant under plans approved by the Board of
Directors,  (2)  conversion of shares of Preferred Stock, or (3) upon conversion
of  Preferred  Stock  issuable  upon  conversion  or exchange of any Convertible
Security,  shall  be deemed to be outstanding), minus the total number of shares
subject  to  or  issued  pursuant  to  options  excluded  from the definition of
"Option" in paragraph (A) above (subject to appropriate adjustment for any stock
dividend,  stock  split,  combination or similar recapitalization affecting such
shares),

                    6.5.5. Adjustment for Stock Splits and Combinations.  If the
                           --------------------------------------------
Company  shall  at  any  time or from time to time after the Original Issue Date
effect  a  subdivision  of the outstanding Common Stock, the Series B Conversion
Price  then  in  effect  immediately  before  that  subdivision  shall  be
proportionately decreased. If the Company shall at any time or from time to time
after  the  Original  Issue Date combine the outstanding shares of Common Stock,
the  Series B Conversion Price then in effect immediately before the combination
shall  be  proportionately  increased. Any adjustment under this paragraph shall
become  effective  at  the  close  of  business  on that date the subdivision or
combination  becomes  effective.

                    6.5.6.  Adjustment  for Certain Dividends and Distributions.
                            ---------------------------------------------------
In  the  event  the Company at any time, or from time to time after the Original
Issue  Date  shall  make  or  issue, a dividend or other distribution payable in
Additional  Shares  of  Common  Stock,  then and in each such event the Series B
Conversion  Price  shall  be  decreased  as  of  the  time  of such issuance, by
multiplying  the  Series  B  Conversion  Price  by  a  fraction:

     -    the  numerator  of which shall be the total number of shares of Common
          Stock  issued  and  outstanding  immediately prior to the time of such
          issuance,  and

     -    the denominator of which shall be the total number of shares of Common
          Stock  issued  and  outstanding  immediately prior to the time of such
          issuance  plus  the


                                       19
<PAGE>
          number  of shares of Common Stock issuable in payment of such dividend
          or  distribution.

                    6.5.7.  Adjustments  for  Other Dividends and Distributions.
                            ---------------------------------------------------
In  the  event  the  Company at any time or from time to time after the Original
Issue  Date  shall  make  or  issue  a dividend or other distribution payable in
securities  of  the  Company other than shares of Common Stock, then and in each
such event provision shall be made so that the holders of shares of the Series B
Preferred  Stock shall receive upon conversion thereof in addition to the number
of  shares of Common Stock receivable thereupon, the amount of securities of the
Company  that  they  would have received had their Series B Preferred Stock been
converted into Common Stock on the date of such event and had thereafter, during
the  period  from  the  date of such event to and including the conversion date,
retained  such  securities  receivable  by  them as aforesaid during such period
given,  application to all adjustments called for during such period, under this
paragraph  with  respect  to the rights of the holders of the Series B Preferred
Stock.

                    6.5.8.  Adjustment  for  Reclassification,  Exchange,  or
                            -------------------------------------------------
Substitution.  If  the Common Stock issuable upon the conversion of the Series B
------------
Preferred  Stock  shall be changed into the same or a different number of shares
of  any  class  or  classes  of  stock,  whether  by  capital  reorganization,
reclassification,  or  otherwise  (other  than  a  subdivision or combination of
shares  or  stock  dividend  provided  for  above,  or a reorganization, merger,
consolidation,  or  sale  of  assets  provided for below), then and in each such
event  the holder of each share of Series B Preferred Stock shall have the right
thereafter to convert such share into the kind and amount of shares of stock and
other  securities  and  property  receivable  upon  such  reorganization,
reclassification,  or other change, by holders of the number of shares of Common
Stock  into  which  such  shares  of  Series  B  Preferred Stock might have been
converted immediately prior to such reorganization, reclassification, or change,
all  subject  to  further  adjustment  as  provided  herein.

                    6.5.9.  Adjustment  for  Merger, or Reorganization, etc.  In
                            -----------------------------------------------
case  of  any  consolidation  or  merger  of  the  Company  with or into another
corporation or the sale of all or substantially all of the assets of the Company
to  another  corporation:

                         6.5.9.1.  if  the  surviving  entity  shall  consent in
writing to the following provisions, then each share of Series B Preferred Stock
shall  thereafter  be convertible into the kind and amount of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock  of  the  Company  deliverable  upon conversion of such Series B Preferred
Stock  would have been entitled upon such consolidation, merger or sale; and, in
such  case,  appropriate adjustment (as determined in good faith by the Board of
Directors)  shall  be made in the application for the provisions in this Section
6.5  set forth with respect to the rights and interest thereafter of the holders
of  the  Series  B  Preferred Stock, to the end that the provisions set forth in
this  Section  6.5  (including  provisions  with respect to changes in and other
adjustments of the Series B Conversion Price) shall thereafter be applicable, as
nearly  as  reasonably  may  be,  in  relation  to  any shares of stock or other
property  thereafter  deliverable  upon the conversion of the Series B Preferred
Stock;  or


                                       20
<PAGE>
                         6.5.9.2.  if the surviving entity shall not so consent,
then  each holder of Series B Preferred Stock may elect to convert such Series B
Preferred  Stock into Common Shares as provided in this Section 6.5 or to accept
the  distributions  to  which  such  holder shall be entitled under Section 6.3.

                    6.5.10.  No  Impairment.  The Company will not, by amendment
                             --------------
of  its  Articles  of  Incorporation, as amended, or through any reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities  or any other voluntary action, avoid or seek to avoid the observance
or  performance of any of the terms to be observed or performed hereunder by the
Company,  but  will at all times in good faith assist in the carrying out of all
the  provisions  of this Section 6.5 and in the taking of all such action as may
be  necessary  or appropriate in order to protect the Series B Conversion Rights
of  the  holders  of  the  Series  B  Preferred  Stock  against  impairment.

                    6.5.11.  Certificate as to Adjustments.  Upon the occurrence
                             -----------------------------
of  each adjustment or readjustment of the Series B Conversion Price pursuant to
this  Section  6.5.,  the  Company  at  its  expense shall promptly compute such
adjustment  or  readjustment  in accordance with the terms hereof and furnish to
each  holder,  if  any,  of Series B Preferred Stock a certificate setting forth
such  adjustment or readjustment and showing in detail the facts upon which such
adjustment  or  readjustment  is based and shall file a copy of such certificate
with  its corporate records.  The Company shall, upon the written request at any
time of any holder of Series B Preferred Stock, furnish or cause to be furnished
to  such  holder  a  similar  certificate setting forth (1) such adjustments and
readjustments,  (2)  the  Series  B Conversion Price then in effect, and (3) the
number of shares of Common Stock and the amount, if any, of other property which
then  would be received upon the conversion of Series B Preferred Stock. Despite
such  adjustment  or  readjustment,  the  form of each or all Series B Preferred
Stock  certificates,  if  the  same  shall reflect the initial or any subsequent
conversion  price,  need  not  be  changed  in  order  for  the  adjustments  or
readjustments to be valued in accordance with the provisions of this Certificate
of  Designation,  which  shall  control.

                    6.5.12.  Notice  of  Record  Date.  In  the  event:
                             ------------------------

                         6.5.12.1  that  the Company declares a dividend (or any
other  distribution)  on  its  Common  Stock  payable  in  Common Stock or other
securities  of  the  Company;

                         6.5.12.2  that  the  Company subdivides or combines its
outstanding  shares  of  Common  Stock;

                         6.5.12.3  of  any  rectification of the Common Stock of
the  Company  (other than a subdivision or combination of its outstanding shares
of  Common  Stock  or a stock dividend or stock distribution thereon), or of any
consolidation  or  merger of the Company into or with another corporation, or of
the  sale  of  all  or  substantially  all  of  the  assets  of  the Company; Or

                         6.5.12.4.  of the involuntary or voluntary dissolution,
liquidation  or  winding  up  of  the  Company


                                       21
<PAGE>
then  the  Company  shall  cause  to  be filed at its principal office or at the
office  of the transfer agent of the Series B Preferred Stock and shall cause to
be mailed to the holders of the Series B Preferred Stock at their last addresses
as shown on the records of the Company or such transfer agent, at least ten days
prior  to  the  record date specific in (A) below or twenty days before the date
specified  in  (B)  below,  a  notice  stating

                              6.5.12.4.1  the  record  date  of  such  dividend,
distribution,  subdivision  or  combination, or, if a record is not to be taken,
the  date  as  of  which the holders of Common Stock of record to be entitled to
such  dividend, distribution subdivision or combination are to be determined, or

                              6.5.12.4.2  the  date  on  which  such
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding  up  is  expected  to  become  effective, and the date as of which it is
expected  that  holders  of Common Stock of record shall be entitled to exchange
their  shares  of Common Stock for securities or other property deliverable upon
such  reclassification,  consolidation, merger, sale, dissolution or winding up.

               6.6. Forfeiture  of  the  Series  B Preferred Stock. Any Series B
                    ---------------------------------------------
Preferred Stock shall be canceled and forfeited forthwith, and all rights of any
holder  of  such  Series  B Preferred Stock and any accrued and unpaid dividends
thereon  shall  immediately  terminate,  if  such  Series  B  Preferred Stock is
outstanding  on  November  30,  2004.

          7.   Stock  Rights  and Options. The Corporation shall have authority,
               --------------------------
as  provided  under  the laws of the State of Nevada, to create and issue rights
and  options  entitling  the  holders thereof to purchase shares of stock of the
Corporation.  The  issuance  of  such  rights  and  options,  whether  or not to
directors,  officers or employees of the Corporation or of any affiliate thereof
and  not  to the stockholders generally, need not be approved or ratified by the
stockholders of the Corporation or be authorized by or be consistent with a plan
approved  or  ratified  by  the  stockholders  of  the  Corporation.

          8.   Directors  and  Officers.  The  number of persons to serve on the
               ------------------------
board  of  directors  thereafter shall be fixed by the Bylaws, but the number of
directors  fixed  by  the  Bylaws  shall  never  be  less  than  one.

          9.   Distributions  to  Stockholders.  The  hoard  of directors of the
               -------------------------------
corporation  may from time to time, distribute to its stockholders, a portion of
its  assets,  in cash or property, whether or not the distribution, after giving
it  effect would cause the Corporation's total assets to be less than the sum of
the  total liabilities plus the amount that would be needed, if dissolution were
to  occur  at  the time of distribution, to satisfy the preferential rights upon
dissolution  of  stockholders  whose  preferential  rights are superior to those
receiving the distribution. The Board of Directors may base a determination that
a  distribution  is  permitted hereunder on (i) financial statements prepared on
the  basis  of accounting practices that are reasonable under the circumstances;
(ii)  a  fair  valuation, including, but not limited to, unrealized appreciation
and  depreciation;  or  (iii)  any  other  method  that  is  reasonable  in  the
circumstances.


                                       22
<PAGE>
          10.  Director  and  Officer  Liability.  A director and officer of the
               ---------------------------------
Corporation  shall  not  be  personally  liable  to  the  Corporation  or  its
stockholders  for damages for breach of fiduciary duty as a director or officer,
except  for  liability  (i)  for  acts  or  omissions  which involve intentional
misconduct,  fraud  or  a  knowing violation of law, or (ii) for authorizing the
unlawful  distribution  in  violation  of  Section  78,300 of the Nevada General
Corporation Law. If the Nevada General Corporation Law is amended after approval
by  the  stockholders  of  this  Article  to  authorize corporate action further
eliminating  or  limiting  the personal liability of directors or officers, then
the liability of a director or officer of the Corporation shall be eliminated or
limited  to  the fullest extent permitted by the Nevada General Corporation Law,
as  so  amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a director or
officer  of the Corporation existing at the time of such repeal or modification.
No  amendment  to  the  Nevada  Revised  Statutes  that further limits the acts,
omissions  or  transactions  for which elimination or limitation of liability is
permitted  shall  affect  the  liability  of  a director or officer for any act,
omission  or  transaction  which  occurs  prior  to  the  effective date of such
amendment.

Dated: December 11, 1998               RIGL Corporation
                --

                                       By:  /s/  Kevin  L.  Jones
                                          ----------------------------
                                          Kevin L. Jones, President


                                       By:  /s/  Peter  DeKrey
                                          ----------------------------
                                          Peter DeKrey, Secretary


                                       23
<PAGE>
            THIS FORM SHOULD ACCOMPANY AMENDED AND RESTATED ARTICLES
                    OF INCORPORATION FOR A NEVADA CORPORATION


1.   Name of corporation                RIGL Corporation
                         . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.   Date of adoption of Amended and Restated Articles    December 11, 1998
                                                       . . . . . . . . . . . . .

3.   If the articles were amended, please indicate what changes have been made:
     (a)  Was there a name change?  Yes [ ] No [X] If yes, what is the new name?

          Not Amended Restated only
           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     (b)  Did you change the resident agent?  Yes [ ] No[X] If yes, please
          indicate the new resident agent and address.

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
          Please attach the resident agent acceptance certificate.
     (c)  Did you change the purposes? Yes [ ] No [X] Did you add banking? [ ]
          Gaming? [ ] Insurance? [ ] None of these? [ ]
     (d)  Did you change the capital stock? Yes [ ] No [X] If yes, what is the
          new capital stock?


           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     (e)  Did you change the directors? Yes [ ] No [X] If yes, indicate the
          change:


           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     (f)  Did you add the directors liability provision?     Yes [ ]     No [X]
     (g)  Did you change the period of existence?     Yes [ ]     No [X]
          If yes, what is the new existence?

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     (h)  If none of the above apply, and you have amended or modified the
          articles, how did you change your articles?

              Not Amended - Restated only
           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


          Kevin L. Jones, President                               1/4/99
 . . . . . . . . . . . . . . . . . . . . . .             . . . . . . . . . . . .
          Name and Title of Officer                                Date


State of        Arizona
         . . . . . . . . . . . .
                                     ss.
County of       Maricopa
         . . . . . . . . . . . .

     On     January 4, 1999,   , personally appeared before me, a Notary Public,
         . . . . . . . . . . . .
   Kevin L. Jones,                                            , who acknowledged
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
the he/she executed the above instrument.



--------------------------------
        Official Seal
      DIANE N. LEONARD
Notary Public - State of Arizona                  Diane N. Leonard
       MARICOPA COUNTY                 . . . . . . . . . . . . . . . . . . . .
  My Comm. Expires May 15, 2002                    Notary Public
--------------------------------
     (NOTARY STAMP OR SEAL)


<PAGE>