FILED JUL 30 1991                                               07-30-91 09:35
STATE OF COLORADO                                            911058405  $50.00
DEPARTMENT OF STATE

                            ARTICLES OF INCORPORATION

         We the undersigned natural person(s) of the age of eighteen years or
more, acting as incorporator(s) of a corporation under the Colorado Corporation
Code adopt the following Articles of Incorporation for such corporation:

         FIRST:  The name of the corporation is U.S. WIRELESS DATA, INC.

         SECOND:  The period of duration if other than perpetual:  PERPETUAL.

         THIRD:  The corporation is organized for Any Legal and Lawful Purpose 
Pursuant to the Colorado Corporation Code.  A more specific purpose may be 
stated:

         FOURTH: The aggregate number of shares which the corporation shall have
the authority to issue is 6,000,000 and the par value of each share shall be NO
PAR VALUE.

         FIFTH:  Cumulative voting shares of stock is NOT authorized.

         SIXTH:  Provisions limiting or denying to shareholders the preemptive 
right to acquire additional or treasury shares of the corporation, if any, are:
NO PREEMPTIVE RIGHTS.

         SEVENTH: The address of the initial registered office of the
corporation is 4030 N. SINTON RD., STE. B, COLORADO SPRINGS, COLORADO 80907
(Address must include Building number, Street (or rural route number), Town or
City, County and ZIP CODE) and the name of its initial registered agent at such
address is ROD STAMBAUGH.

         EIGHTH:  Address of the place of business:  SAME AS REGISTERED OFFICE.

         NINTH: The number of directors constituting the initial board of
directors of the corporation is THREE, and the names and addresses of the
persons who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and shall qualify are:

         The number of directors of a corporation shall be not less than three;
         except that there need be only as many directors as there are, or
         initially will be, shareholders in the event that the outstanding
         shares are or initially will be, held of record by fewer than three
         shareholders.

         NAME                       ADDRESS (INCLUDE ZIP CODE)

         Rod Stambaugh              2072 Bristlecone Dr., Colo. Spgs., CO 80919
         Leonard Trout              1104 Darby St., Colo. Spgs., CO 80907
         Brent Phillips             2450 Hamlet Ln. A, Colo. Spgs., CO 80918

         TENTH:  The name and address of each incorporator is:

         NAME                       ADDRESS (INCLUDE ZIP CODE)

         Rod Stambaugh              2072 Bristlecone Dr., Colo. Spgs., CO 80919
         Leonard Trout              1104 Darby St., Colo. Spgs., CO 80907

                            Signed /s/ Rod Stambaugh

                            Signed /s/ Leonard Trout
                                                          (Incorporators)

ARTICLES OF INCORPORATION MUST BE ACCOMPANIED BY AN OCR FORM WHICH IS PROVIDED
BY THE SECRETARY OF STATE.

<PAGE>
921097070    $25.00
SOS    10-07-92    08:30

                          ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            U.S. WIRELESS DATA, INC.

         Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation.

         FIRST:  The name of the corporation is U.S. WIRELESS DATA, INC.

         SECOND: The following amendments to the Articles of Incorporation were
adopted by the shareholders of the Corporation on September 18, 1992, in the
manner prescribed by the Colorado Corporation Code.

         1. Article THIRD is amended so that Article THIRD reads as follows:

                  THIRD: The purposes for which this corporation is organized
are to engage in and do any lawful act concerning any and all lawful business
for which corporations may be organized under the laws of Colorado, now or
hereafter in effect.

         2. New Articles ELEVENTH through EIGHTEENTH are hereby added as
follows:

                  ELEVENTH: The Board of Directors may cause any shares issued
by the corporation to be issued subject to such lawful restrictions,
qualifications, limitations or special rights as they deem fit, which
restrictions, qualifications, limitation or special rights shall be created by
provisions in the Bylaws of the corporation or in the duly adopted resolutions
of the Board of Directors; provided that notice of such special restrictions,
qualifications, limitations or special rights must appear on the Certificate
evidencing ownership of such shares.

                  TWELFTH: Meetings of shareholders may be held at such time and
place as the Bylaws shall provide. A majority of the shares entitled to vote
represented in person or by proxy shall constitute a quorum at any meeting of
the shareholders.

                  THIRTEENTH: The number of directors to be elected at the
annual meeting of the shareholders or at a special meeting called for the
election of directors shall not be less than three, nor more than nine, the
exact number to be fixed by the Bylaws.

                  FOURTEENTH: A director of this corporation shall not be
personally liable to the corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director except that this provision shall not
limit the liability of a director to the corporation or to its shareholders for
monetary damages for: (i) any breach of the director's duty of loyalty to the
corporation or to its shareholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) acts
specified in Section 7-5-114 of the Colorado Corporation Code as the same may be
amended from time to time; or (iv) any transaction from which the director
derived an improper personal benefit. If the Colorado Corporation Code as the
same may be amended to authorize corporation

<PAGE>
actions further limiting or eliminating the personal liability of directors,
then the liability of a director of the corporation shall be limited or
eliminated to the fullest extent permitted by the Colorado Corporation Code, as
so amended.

                  FIFTEENTH: The officers, directors and other members of
management of this corporation shall be subject to the doctrine of corporate
opportunities only insofar as it applies to business opportunities in which this
corporation has expressed an interest as determined from time to time by the
corporation's Board of Directors as evidenced by resolutions appearing in the
corporation's Minutes. When such areas of interest are delineated, all such
business opportunities within such areas of interest which come to the attention
of the officers, directors and other members of management of this corporation
shall be disclosed promptly to this corporation and made available to it. The
Board of Directors may reject any business opportunity presented to it and
thereafter any officer, director or other member of management may avail himself
of such opportunity. Until such time as this corporation through its Board of
Directors, has designated an area of interest, the officers, directors and other
members of management of this corporation shall be free to engage in such areas
of interest on their own and this doctrine shall not limit the rights of any
officer, director or other member of management of this corporation to continue
a business existing prior to the time that such area of interest is designated
by this corporation. This provision shall not be construed to release any
employee of the corporation (other than an officer, director or member of
management) from any duties which he may have to the corporation.

                  SIXTEENTH: Any of the directors or officers of this
corporation shall not, in the absence of fraud, be disqualified by his office
from dealing or contracting with this corporation whether as vendor, purchaser
or otherwise, nor shall any firm, association, or corporation of which he shall
be a member, or in which he may be pecuniarily interested in any manner be
disqualified. No director or officer, nor any firm, association or corporation
with which he is connected as aforesaid shall be liable to account to this
corporation or its shareholders for any profit realized by him from or through
any such transaction or contract; it being the express purpose and intent of
this Article to permit this corporation to buy from, sell to, or otherwise deal
with partnerships, firms or corporation of which the directors and officers of
this corporation, or any one or more of them, may be members, directors, or
officers, or in which they or any of them have pecuniary interests; and the
contracts of this corporation, in the absence of fraud, shall not be void or
voidable or affected in any manner by reason of any such membership. The
interested director or directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof
authorizing, approving or ratifying any such contract or transaction. Further,
the vote of any such interested director at a meeting of the Board of Directors
or committee thereof authorizing, approving or ratifying any such contract or
transaction. Further, the vote of any such interested director at a meeting of
the Board of Directors or committee thereof authorizing, approving or ratifying
any such contract or transaction may be counted if his relationship or interest
with respect to any such contract or transaction (i) is disclosed and such
transaction or contract is authorized, approved or ratified by a majority of the
directors without counting the vote or consent of such interested director, or
(ii) is disclosed to the shareholders of the Company and authorized, approved or
ratified by the shareholders by vote or written consent, or (iii) such contract
or transaction is fair and reasonable to the corporation.

                  SEVENTEENTH:  When with respect to any action to be taken by
shareholders of this corporation, the Colorado Corporation Code requires the 
vote or
                                       -4-

<PAGE>
concurrence of the holders of two-thirds of the outstanding shares entitled to
vote thereon, or of any class or series, such action may be taken by the vote or
concurrence of a majority of such shares or class or series thereof.

                  EIGHTEENTH: Subject to repeal by action of the shareholders,
the Board of Directors of this corporation is authorized to adopt, confirm,
ratify, alter, amend, rescind and repeal Bylaws or any portion thereof from time
to time.

         THIRD:  The number of shares voted for the above amendments was 
sufficient for approval.

         FOURTH:  The amendments do not provide for an exchange, 
reclassification or cancellation of issued shares.

         FIFTH:  The amendments do not effect a change in the amount of sated 
[sic] capital of the corporation.

Dated:  October 6, 1992.

                                   U.S. WIRELESS DATA, INC., 
                                   a Colorado corporation

                                   By: /s/ Rod Stambaugh
                                   ---------------------
                                   Rod Stambaugh, President

                                   By: /s/ Maurice Caldwell, Jr.
                                   -----------------------------
                                   Maurice Caldwell, Jr., Secretary

                                       -5-
<PAGE>
STATE OF COLORADO              (             )
                                        ss.
CITY AND COUNTY OF DENVER      (             )

         I, Karin A. Tupper, a Notary Public, do hereby certify that on this 6th
day of October, personally appeared before me Rod Stambaugh, and Maurice
Caldwell, who, being by me first duly sworn, declared that they are the
President and Secretary, respectively, of U.S. Wireless Data, Inc. and that they
read the foregoing document and that the statements contained therein are true.

         My commission expires:  June 22, 1993.

SEAL
                                                          /s/ Karin A. Tupper
                                                          -------------------
                                                          Notary Public

                                       -6-

<PAGE>
941122627    $25.00
SOS    11-01-94    13:23

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            U.S. WIRELESS DATA, INC.

         Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

         FIRST:  The name of the corporation is U.S. Wireless Data, Inc.

         SECOND: The following amendment to the Articles of Incorporation was
adopted by the Board of Directors of the Corporation effective August 12, 1994,
in the manner prescribed by the Colorado Business Corporation Act, and approved
by the shareholders on October 28, 1994. The number of votes which were cast for
the amendment by each voting group of shareholders entitled to vote separately
thereon was sufficient for approval.

         Article FOURTH is amended so that it reads as follows:

                  "FOURTH:  The aggregate number of shares which the corporation
shall have the authority to issue is 12,000,000 shares of no par value common 
stock."

Dated:  October 28, 1994.

                                   U.S. WIRELESS DATA, INC.,
                                   a Colorado corporation


                                   By: /s/ Alan B. Roberts
                                   -----------------------
                                   Alan B. Roberts, President


<PAGE>                                                              
19981025822 C                                              
$25.00
Secretary of State
02-09-98    16:13:58

                            U.S. WIRELESS DATA, INC.

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION


                  FIRST:  That the name of the Corporation is U.S.
Wireless Data, Inc.

                  SECOND:  That the text of the  Amendment  to the  Articles  of
Incorporation  of the Corporation  increasing the number of shares of authorized
no par value common stock to 40,000,000 and authorizing  15,000,000 shares of no
par value  preferred stock is as set forth on Exhibit 1 attached hereto which is
incorporated herein by reference.

                  THIRD:  That the Amendment was adopted on February 6, 1998.

                  FOURTH:  That the Amendment was duly adopted by the
shareholders of the Corporation.

                  IN WITNESS WHEREOF, U.S. Wireless Data, Inc. has caused
these Articles of Amendment to be duly executed this 6th day of February, 1998.

                                                U.S. Wireless Data, Inc.

                                                By: /s/ Evon A. Kelly
                                                ---------------------
                                                    Evon A. Kelly,
                                                    Chief Executive Officer
ATTEST:

/s/ Robert E. Robichaud
-----------------------
Robert E. Robichaud,
Assistant Secretary


<PAGE>
                                    Exhibit 1

               Articles of Amendment to Articles of Incorporation

                            U.S. Wireless Data, Inc.


                  Article  FOURTH  of  the  Articles  of  Incorporation  of  the
Corporation is hereby amended to read in its entirety as follows:

          A. The  aggregate  number of shares which the  Corporation  shall have
     authority to issue is fifty-five million (55,000,000) shares, consisting of
     forty  million  (40,000,000)  shares of common stock  without par value per
     share (the "Common  Stock"),  and fifteen  million  (15,000,000)  shares of
     preferred stock without par value per share (the "Preferred Stock").

          B. The  Board of  Directors  is  authorized,  subject  to  limitations
     prescribed by law and the provisions of this Article FOURTH, 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  Colorado to
     establish  from time to time the  number of shares to be  included  in each
     such series, and to fix the designation,  powers, preferences and rights of
     the  shares of each such  series  and the  qualifications,  limitations  or
     restrictions thereof.

          The authority of the Board with respect to each series shall  include,
     but not be limited to, determination of the following:

                    1. The  number of shares  constituting  that  series and the
               distinctive designation of that series;

                    2. The dividend  rate on the shares of that series,  whether
               dividends  shall be  cumulative,  and,  if so, from which date or
               dates, whether dividends shall be payable in cash or in kind, and
               the relative rights of priority,  if any, of payment of dividends
               on shares of that series;

                    3. 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;

                    4.  Whether that series  shall have  conversion  privileges,
               and,  if so,  the  terms and  conditions  of such  conver-  sion,
               including provision for adjustment of the conversion rate in such
               events as the Board of Directors shall determine;


<PAGE>

                    5.  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;

                    6.  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;

                    7. The rights of the  shares of that  series in the event of
               voluntary or involuntary liquidation,  dissolution or winding up,
               or merger,  consolidation,  distribution or sale of assets of the
               Corporation,  and the  relative  rights of  priority,  if any, of
               payment of shares of that series; and

                    8. Any other relative rights, preferences and limitations of
               that series.  Shares of  Preferred  Stock may be  authorized  and
               issued,  in aggregate  amounts not  exceeding the total number of
               shares  of  Preferred   Stock   authorized  by  the  Articles  of
               Incorporation, from time to time as the Board of Directors of the
               Corporation  shall determine and for such  consideration as shall
               be fixed by the Board of Directors.

                         [End of Articles of Amendment]


                                       -2-

<PAGE>                                                              
19981025822 C                                              
$25.00
Secretary of State
02-09-98    16:13:58
                            U.S. WIRELESS DATA, INC.

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION


          FIRST: That the name of the Corporation is U.S. Wireless Data, Inc.

          SECOND:   That  the  text  of  the   Amendment   to  the  Articles  of
     Incorporation of the Corporation determining the designations, preferences,
     limitations  and  relative  rights of the Series A  Preferred  Stock is set
     forth on Exhibit 1 attached hereto and is incorporated herein by reference.

          THIRD: That the Amendment was adopted on February 6, 1998.

          FOURTH:  That the Amendment was duly adopted by the Board of Directors
     of the Corporation.

          IN WITNESS WHEREOF, U.S. Wireless Data, Inc. has caused these Articles
     of  Amendment  to be duly  executed  this 6th day of  February, 1998.


                                                U.S. Wireless Data, Inc.

                                                By: /s/ Evon A. Kelly
                                                ---------------------
                                                    Evon A. Kelly,
                                                    Chief Executive Officer
ATTEST:

/s/ Robert E. Robichaud
-----------------------
Robert E. Robichaud,
Assistant Secretary
<PAGE>
                                    EXHIBIT 1

                       DESIGNATION OF SERIES A CUMULATIVE
                     CONVERTIBLE REDEEMABLE PREFERRED STOCK


                  U.S.   Wireless  Data,  Inc.,  a  Colorado   corporation  (the
"Corporation"),  hereby  designates the  preferences,  limitations  and relative
rights of its Series A  Cumulative  Convertible  Redeemable  Preferred  Stock as
follows:

1.        DESIGNATION

          Four Million (4,000,000) shares of the Corporation's  15,000,000 total
authorized  shares of no par value  preferred  stock are  hereby  designated  as
Series A Cumulative Convertible Redeemable Preferred Stock (hereinafter referred
to as the "Series A Preferred").

2.       STATED VALUE

         The Series A Preferred  shall have a stated value of one dollar ($1.00)
per share (hereafter the "Stated Value").

3.       DIVIDENDS

          (a) Right to  Dividends  and  Initial  Dividend  Rate.  The holders of
     outstanding  Series A Preferred  shall be  entitled  to receive  cumulative
     dividends at the initial rate of eight  percent (8%) per share,  per annum,
     based on the Stated Value of the Series A Preferred.  Cumulative  dividends
     shall accrue and be paid  quarterly to record holders of Series A Preferred
     as of March 31,  June 30,  September  30 and  December 31 of each year (the
     "Dividend Record Dates"), in arrears, if, as and when declared by the Board
     of  Directors,  out of  assets  at the  time  legally  available  for  such
     dividends.

          (b) Adjustment of Dividend Rate. The dividend  payable on the Series A
     Preferred  shall be reduced  to four  percent  (4%) per annum upon  initial
     effectiveness of a registration  statement with the United State Securities
     and  Exchange  Commission  (the "SEC")  covering the shares of Common Stock
     into which the Series A  Preferred  is  convertible.  Thereafter,  interest
     shall  continue at such rate until all of the Series A  Preferred  has been
     converted to Common Stock or all shares of the Series A Preferred have been
     redeemed by the Corporation.

<PAGE>
          (c) Payment Dates for Dividends.  Dividends shall be paid on or before
     the 15th of the month  following each Interest  Payment Record Date, or the
     next Business Day thereafter if such day is not a Business Day.

          (d) Payment of Dividends.  The Corporation  shall pay all dividends on
     the  Series A  Preferred  in shares of its no par value  common  stock (the
     "Common Stock") to the extent the  Corporation  has a sufficient  number of
     shares of Common Stock  available to pay such  dividends.  Shares of Common
     Stock  used to pay  dividends  may be  authorized  and  unissued  shares or
     treasury shares of the Corporation.  The Corporation agrees to use its best
     efforts to maintain a sufficient number of shares of Common Stock available
     at all  times  to  allow  for the  payment  of  dividends  on the  Series A
     Preferred in shares of Common Stock. If the Corporation has an insufficient
     number of shares of Common Stock available at any time to pay all dividends
     then owing in shares of Common Stock,  the  Corporation  may pay all or any
     part of such dividend in cash or other property (including other securities
     of the Corporation) having a value equal to the dividend then payable.

          (e) Number of Shares of Common Stock  Issuable as  Dividends.  For any
     dividend  being  paid in shares of Common  Stock,  the  number of shares of
     Common Stock  issuable per share of Series A Preferred  shall be calculated
     as follows:  The amount of the dividend  owing on the Series A Preferred at
     the  Dividend  Record  Date (in  dollars)  shall be divided by the  average
     closing bid price of the Common Stock over the last five trading days prior
     to the Dividend Record Date as quoted on the OTC Electronic Bulletin Board,
     or such other quotation  service as is quoting bid and asked prices for the
     Common Stock. If the Common Stock is then listed on the NASDAQ Stock Market
     or any other national  exchange which has closing bid price reporting,  the
     five day  average of the  closing  bid price for the Common  Stock for such
     days as reported on NASDAQ or such other national securities exchange shall
     be  substituted  for the five day average  closing bid price as reported by
     the OTC Electronic  Bulletin Board or other quotation service. In the event
     the Common Stock is not quoted on any exchange or quotation  service,  then
     the Board of  Directors,  acting in good faith,  shall  adopt a  resolution
     valuing the Common Stock for purposes of  determining  the number of shares
     of Common Stock  issuable as a dividend at such Dividend  Record Date.  The
     price of the Common  Stock used for purposes of  determining  the number of
     shares  issuable as  dividends on the Series A Preferred or for purposes of
     conversion  of Debentures  into Common Stock  pursuant to Section 5 of this
     designation is hereafter  referred to as the "Market  Price." When computed
     in connection with a conversion transaction,  the average shall be computed
     using the five trading days prior to the Conversion Date.

          (f) Payment of Dividends to Holders  Based on Total Shares of Series A
     Preferred Registered in the Name of Such Holder. Notwithstanding the number
     of  certificates  held by an individual  holder of Series A Preferred,  the
     Corporation shall be entitled to cumulate the number of shares  represented
     by all  such  certificates  held in the name of the  same  holder,  and the
     cumulative  total shall then be  multiplied  by the number of Common Shares
     issuable as a

                                       -2-
<PAGE>
     dividend per share of Series A Preferred  to determine  the total number of
     shares of Common  Stock  issuable  to such holder at each  Dividend  Record
     Date.

          (g) No Issuance of Fractional  Shares.  No fractional shares of Common
     Stock will be issued as a dividend  on the Series A  Preferred;  rather,  a
     holder of Series A Preferred  otherwise  entitled to a fractional  share of
     Common  Stock  as a  dividend  may  receive,  at  the  sole  option  of the
     Corporation,  either (i) cash in lieu of such fractional share, or (ii) the
     next higher whole number of shares of Common Stock if the fractional  share
     to which such holder is otherwise  entitled is equal to 0.5 or greater,  or
     the next lower  whole  number of shares of Common  Stock if the  fractional
     share to which such holder is otherwise entitled is less than 0.5.

          (h) Dividend  Statements.  At the time of each dividend  payment,  the
     Corporation  shall  provide  each  holder  of  Series  A  Preferred  with a
     statement showing the manner in which it calculated the dividend payable at
     such Dividend Record Date,  including the calculation used to determine the
     number of shares of Common Stock issued as such dividend.

          (i)  Place  of  Dividend  Payment.  Dividends  shall be  payable,  and
     transfer of the Series A Preferred  will be  registrable,  at the Principal
     Office of the  Company.  Upon  request  by a holder of Series A  Preferred,
     payment of  dividends  shall be made by delivery of a check or Common Stock
     certificates to the registered holder mailed to such holder's address as it
     appears on the Series A Preferred register.

          (j) Priority of Dividends.  The Corporation shall make no Distribution
     (as defined below) to the holders of Common Stock in any fiscal year unless
     and until any and all unpaid dividends shall have been paid upon all Series
     A Preferred.  "Distribution"  as used in this Section means the transfer of
     cash or  property  without  consideration,  whether by way of  dividend  or
     otherwise (except a dividend in shares of the Corporation), or the purchase
     or redemption of shares of the Corporation  for cash or property,  but does
     not include (i) the  repurchase  of shares  from a  terminated  employee or
     consultant of the Corporation  within the terms of an agreement approved by
     the Corporation's  Board of Directors or (ii) a distribution  which is part
     of a voluntary liquidation, dissolution or winding up of the Corporation.

          (k)  Dividends  Cumulative.  All  dividends  owing  on  the  Series  A
     Preferred shall be cumulative.  Dividends shall accrue or accumulate to the
     extent they are unpaid.  Unpaid dividends shall bear and accrue interest at
     the same rate  applicable  to the Series A Preferred  as of the time of the
     Dividend  Record  Date  for the  unpaid  dividend.  The  unpaid  dividends,
     together with interest thereon, shall be paid as soon as the Corporation is
     legally able to pay any such  dividends  and  interest.  Interest on unpaid
     dividends shall also be paid in shares of Common Stock,  if possible,  with
     the number of shares of Common Stock issuable as interest being  calculated
     in the same manner as for dividends.

                                       -3-
<PAGE>
4.       LIQUIDATION PREFERENCE

          (a)  Basic  Preference  Rights.  In  the  event  of any  voluntary  or
     involuntary liquidation,  dissolution,  or winding up of the Corporation (a
     "Liquidation"):

               (1)  Payments  to Holders of Series A  Preferred.  Each holder of
          shares of Series A  Preferred  then  outstanding  shall be entitled to
          receive an amount  equal to $1.00 for each share of Series A Preferred
          (the "Series A Liquidation  Preference"),  plus all accrued and unpaid
          dividends  thereon  to the date  fixed for  distribution,  before  any
          payment shall be made in respect of the Corporation's Common Stock.

               (2) Payments to Holders of Common  Stock.  After payment has been
          made to the holders of Series A Preferred of the full amounts to which
          they are entitled under Paragraph 4(a)(1) above, the holders of Common
          Stock shall be entitled to receive all declared  and unpaid  dividends
          thereon to the date fixed for distribution.

               (3) Should Assets Exceed  Payments.  The remaining  assets of the
          Corporation  available for distribution to shareholders after payments
          are  made  under  Paragraphs  4(a)(1)  and  4(a)(2)  above,  shall  be
          distributed pro rata among all of the Corporation's shareholders.  For
          purposes  of this  Paragraph  4(a)(3),  holders of Series A  Preferred
          shall share in this distribution in proportion to the number of shares
          of Common Stock they would hold had full  conversion of their Series A
          Preferred  occurred on the day prior to the Liquidation,  according to
          the provisions of Sections 5 and 6, below.

               (4) Should  Assets Be  Insufficient.  If upon a  Liquidation  the
          assets  of  the   Corporation   available  for   distribution  to  its
          shareholders  shall be  insufficient  to make full  payments due under
          Paragraph  4(a)(1),  then the holders of the Series A  Preferred  then
          outstanding  shall share  ratably in proportion to the total number of
          such shares  owned by each such  holder,  first in  proportion  to the
          respective Series A Liquidation Preference, and next, in proportion to
          the amount of unpaid dividends.

               (5) Source of Liquidation  Payment. The holders of stock shall be
          paid under this  Subsection  4(a) out of the assets of the Corporation
          available  for  distribution  to  shareholders,  whether from capital,
          surplus or earnings.

               (6) Merger or  Acquisition.  The  Corporation  shall not effect a
          merger,  reorganization,  or  consolidation of the Corporation into or
          with  another   corporation   or  the  sale  or  transfer  of  all  or
          substantially   all  of  the  assets  of  the  Corporation  until  the
          Corporation  shall  have  provided  notice to all  holders of Series A
          Preferred pursuant to Subsection 4(b), below.  Unless otherwise agreed
          to by the  holders of a majority  of the Series A  Preferred  which is
          then outstanding, a merger,  consolidation,  reorganization or sale of
          all or substantially all of the  Corporation's  assets shall be deemed
          to be a Liquidation.

                                       -4-
<PAGE>
          (b) Notice. In the event of any Liquidation of the Corporation,  or in
     the  event  of  any  merger,   reorganization,   or  consolidation  of  the
     Corporation  into or with another  corporation,  or the sale or transfer of
     all or substantially all of the assets of the Corporation,  the Corporation
     shall give each holder of Series A Preferred  initial written notice of the
     proposed  action  within  fifteen  (15)  days  after  the date the Board of
     Directors   approves  such  action,  or  twenty  (20)  days  prior  to  any
     shareholders'  meeting  called to approve such action,  or twenty (20) days
     after the commencement of any involuntary proceeding, whichever is earlier.

               (1) Content of Notice.  Such initial written notice (the "Initial
          Notice")  shall  describe the  material  terms and  conditions  of the
          proposed  action,  including a  description  of the stock,  cash,  and
          property to be  received  by the  holders of Series A  Preferred  upon
          consummation  of the proposed  action.  If any material  change in the
          facts set forth in the Initial  Notice  shall occur,  the  Corporation
          shall promptly give another written notice (the  "Subsequent  Notice")
          to each holder of the Series A Preferred of that material change.

               (2)  Notice  Precedes  Consummation.  The  Corporation  shall not
          consummate any Liquidation of the Corporation before the expiration of
          twenty (20) days after the  mailing of the Initial  Notice or ten (10)
          days after the mailing of any Subsequent  Notice,  whichever is later.
          But any such 20-day or 10-day period may be shortened upon the written
          consent of the holders of a majority  of the Series A  Preferred  then
          outstanding.

          (c)  Non-Cash  Distributions  on  Liquidation.  In  the  event  of any
     Liquidation  of the  Corporation  which will  involve the  distribution  of
     assets other than cash, the  Corporation  shall promptly engage a competent
     independent   appraiser  to  determine  the  value  of  the  assets  to  be
     distributed.  With respect to the valuation of securities,  the Corporation
     shall  engage  such  appraiser  as shall be  approved  by the  holders of a
     majority of the Series A Preferred then outstanding. The Corporation shall,
     upon receipt of such appraiser's  valuation,  give prompt written notice to
     each holder of shares of Series A Preferred of the appraiser's valuation.

5.       CONVERSION

          (a) Conversion Rights.

               (1) Optional  Conversion.  Each share of Series A Preferred shall
          be convertible,  at the option of the holder thereof,  into fully paid
          and  non-assessable  shares of Common Stock of the  Corporation at any
          time after the date of issuance and following (a) the authorization of
          an increase in the  Corporation's  authorized  Common Stock to no less
          than 40,000,000 shares and (b) the first to occur of (i) effectiveness
          with the SEC of a registration statement covering the shares of Common
          Stock  issuable upon  conversion of the Series A Preferred or (ii) the
          lapse  of 150  days  from  the  Initial  Closing  Date.  The  Series A
          Preferred  shall be so  convertible up to and including the earlier of
          (i) the day prior to the closing of a

                                       -5-
<PAGE>
          Qualified Public Offering (as defined below) or (ii) the day fixed for
          redemption  of any and all  remaining  outstanding  shares of Series A
          Preferred (the "Conversion Period").

               (2)  Automatic  Conversion.  All  outstanding  shares of Series A
          Preferred  shall  automatically  be  converted  into  fully  paid  and
          non-assessable shares of Common Stock of the Corporation,  at the then
          applicable  Conversion Price (as defined below),  immediately prior to
          the closing of a firm commitment  underwritten  public offering of the
          shares of Common Stock of the  Corporation  pursuant to a registration
          statement  filed under the  Securities  Act of 1933, as amended,  at a
          price per share of not less than ten dollars ($10.00) per share (prior
          to underwriter commissions and expenses and adjusted for stock splits,
          stock  dividends,  reorganizations  and the like)  and with  aggregate
          gross  offering  proceeds  to the  Corporation  of not less  than Five
          Million Dollars ($5,000,000) (a "Qualified Public Offering").

          (b)  Conversion  Formula.  Each share of Series A  Preferred  shall be
     valued at one dollar  ($1.00) (the "Series A Purchase  Price") for purposes
     of either optional or automatic conversion, notwithstanding any accrued but
     unpaid dividends owing on the Series A Preferred at the time of conversion.
     The number of shares of Common  Stock into which each share of the Series A
     Preferred  shall be converted  shall be determined by dividing the Series A
     Purchase  Price by the Series A  Conversion  Price or the Minimum  Series A
     Conversion  Price (as  determined as provided  below) which is in effect at
     the time of the conversion.  The  Corporation  shall make provision for all
     necessary  payments as of the Conversion Date or Automatic  Conversion Date
     (as defined in Subsection 5(d),  below) on account of any dividends accrued
     and unpaid on the Series A Preferred surrendered for conversion.

          (c) Conversion Price.

               (1) The  conversion  price  per  share at which  shares of Common
          Stock shall be initially  issuable  upon  conversion  of any shares of
          Series A Preferred (the "Series A Conversion Price") shall be equal to
          the   lesser  of  (i)  $6.00  or  (ii)  80%  of  the   Market   Price.
          Notwithstanding  the  foregoing,  for the first 270 days following the
          initial  closing of the offering by which the  Debentures  (which were
          converted  into  Series  A  Preferred)  were  sold to  investors  (the
          "Initial  Closing Date"),  the Conversion Price shall be not less than
          $4.00 per share, which $4.00 price shall be appropriately  adjusted in
          the event of any  stock  splits or other  transactions  affecting  the
          Common Stock (the "Minimum Series A Conversion Price"). After such 270
          day period, the Minimum Series A Conversion Price shall be eliminated.
          The Minimum  Series A  Conversion  price  shall be further  subject to
          adjustment as provided in Section 6 below.

               (2)  The  Corporation  has  agreed  under  terms  contained  in a
          separate  agreement entered between the Corporation and the holders of
          Series A Preferred to register the shares of Common Stock  issuable by
          the  Corporation  as dividends  on, and upon  conversion  of, Series A
          Preferred,  with  the  SEC.  In the  event  such  registration  is not
          declared effective

                                       -6-
<PAGE>
          by the SEC within 150 days of the Initial Closing Date, the Conversion
          Price or the  Minimum  Conversion  Price,  as then  applicable,  shall
          thereafter be reduced by two percent (2%) from the Conversion Price or
          Minimum   Conversion   Price  otherwise  in  effect  at  the  time  of
          conversion.  The Conversion Price or Minimum Conversion Price shall be
          reduced  an  additional  two  percent  (2%)  off the  then  applicable
          Conversion  Price or Minimum  Conversion  Price for each additional 30
          days (or any fractional  part of such 30-day period) during which such
          registration  is not  effective.  Such  reduced  Conversion  Price  or
          Minimum  Conversion  Price shall  thereafter  be  effective  until all
          Series A Preferred has been converted or redeemed.

          (d) Mechanics of Conversion.

               (1) Optional Conversion.  Before any holder of Series A Preferred
          will be  entitled  to  convert  the same into  shares of Common  Stock
          pursuant to Paragraph 5(a)(1) hereof,  such holder shall surrender the
          certificate or certificates therefor,  duly endorsed, at the office of
          the  Corporation  or of any transfer agent for the Series A Preferred,
          and shall give written  notice to the  Corporation at such office that
          such holder elects to convert the same and will state therein the name
          or names in which the certificate or certificates for shares of Common
          Stock  should be issued  (the  "Conversion  Notice").  The  Conversion
          Notice shall be in the form printed on the certificate(s) representing
          the  Series A  Preferred  being  converted.  The  Holder may submit an
          irrevocable  Conversion  Notice  to  the  Corporation  in  advance  of
          physical   delivery   of  a   specific   Series  A   Preferred   share
          certificate(s)  by  transmitting  a copy of the  completed  Conversion
          Notice relating to the specific  certificate(s)  of Series A Preferred
          to be tendered to the  Corporation  for  conversion by facsimile  (the
          "Advance Conversion Notice"),  followed by delivery to the Corporation
          of the  certificate(s)  representing  the shares of Series A Preferred
          that are the subject of the Advance Conversion Notice within three (3)
          business days  thereafter.  The Series A Preferred  certificate(s)  so
          tendered for conversion  shall be deemed to have been converted on the
          date the Corporation  receives the Advance  Conversion Notice for such
          Series A  Preferred  (the  "Conversion  Date"),  provided  the Advance
          Conversion  Notice  is  received  by 6:00  p.m.  (Eastern  Time)  on a
          Business Day, and provided further, that the certificate  representing
          the shares of Series A  Preferred  then being  converted  is  actually
          delivered  to the  Corporation  within  such  three (3)  business  day
          period. If the Advance Conversion Notice is not received on a Business
          Day or by 6:00  p.m.  (Eastern  Time)  on a  Business  Day,  then  the
          Conversion  Date for the  Series A  Preferred  to  which  the  Advance
          Conversion Notice relates shall be deemed to have occurred on the next
          day which is a Business Day. The Company will cause its transfer agent
          to issue  certificates  for the shares of Common Stock  issuable  upon
          conversion and will transmit the certificates representing such shares
          (together with certificates  representing the balance of any shares of
          Series A Preferred  not being so  converted) to the Holder via express
          courier,  by  electronic  transfer,  or  otherwise,  within  three (3)
          business days after receipt by the Company of the original  Conversion
          Notice and the Series A Preferred  certificates  being  converted (the
          "Delivery  Date").  If the Holder in whose name the Series A Preferred
          being  surrendered for conversion  requests that the Corporation issue
          shares of Common Stock (or shares of Series A Preferred in replacement
          for
                                       -7-
<PAGE>
          shares of Series A  Preferred  not being  converted  at the time) in a
          name other than such  holder's,  then such holder shall be required to
          demonstrate,  at  such  holder's  expense  and  to  the  Corporation's
          satisfaction,  that an exemption from  registration  under federal and
          state  securities  laws is  available  for the  requested  issuance of
          shares.  The  Corporation  may require  the  delivery of an opinion of
          counsel to the effect  that such an  exemption  is  available  for the
          transaction.  Conversion shall be deemed to have occurred  immediately
          prior  to the  close  of  business  on the  date of  surrender  of the
          certificate(s)  for shares of Series A Preferred being converted or in
          the  case of an  Advance  Conversion  Notice,  the date  such  Advance
          Conversion  Notice is deemed  received by the  Corporation as provided
          above.  The person or persons entitled to receive the shares of Common
          Stock issuable upon such conversion  shall be treated for all purposes
          as the record  holder or holder of such shares of Common Stock on such
          Conversion Date.

               (2) Penalty for Late Delivery of Share Certificates Issuable upon
          Conversion.  The Company  understands  that a delay in the issuance of
          the shares of Common Stock  beyond the  Delivery  Date could result in
          economic loss to the Holder.  As compensation to the converting Holder
          for such loss, the Company agrees to pay a late payment penalty to the
          converting  Holder for late delivery of such shares of Common Stock in
          accordance with the following schedule (where "No. Business Days Late"
          is defined as the number of business  days  beyond  five (5)  business
          days from the Delivery Date):

                                           Late Payment for Each $10,000
                                           of Debenture Principal Amount
   No. Business Days Late                  Being Converted to Common Stock

              1                                            $100

              2                                            $200

              3                                            $300

              4                                            $400

              5                                            $500

              6                                            $600

              7                                            $700

              8                                            $800

              9                                            $900

             10                                            $1,000

             10+                           1,000 + $200 for each Business
                                           Day Late beyond 10 days

                                       -8-
<PAGE>
          The Company shall pay any penalties  incurred  under this Paragraph in
          immediately  available  funds upon demand.  Nothing herein shall limit
          the  converting  Holder's  right  to  pursue  actual  damages  for the
          Company's  failure  to  issue  and  deliver  the  Common  Stock to the
          converting  Holder.  Furthermore,  in addition  to any other  remedies
          which may be  available  to the  converting  Holder,  in the event the
          Company  fails for any  reason to effect  delivery  of such  shares of
          Common  Stock within five (5)  business  days after the Delivery  Date
          (other  than as a result of an event in the nature of a force  majeure
          which is totally  beyond the control of the Company),  the  converting
          Holder shall be entitled to revoke the relevant  Conversion  Notice by
          delivering  a notice to that  effect  to the  Company,  whereupon  the
          Company and the Holder shall be restored to their respective positions
          immediately prior to delivery of the Conversion  Notice. Any shares of
          Common  Stock  delivered  to Holder  after  such  revocation  shall be
          forthwith  returned to the Company and a replacement  certificate  for
          the  shares  of  Series A  Preferred  shall  be  forthwith  issued  in
          replacement for the shares for which conversion has been so revoked.

               (3)  Automatic  Conversion.  Conversion  of all  the  outstanding
          shares of Series A Preferred  into shares of Common Stock  pursuant to
          Paragraph   5(a)(2)   hereof   shall  be  deemed  to  have  been  made
          automatically  and  immediately  prior to the  closing of a  Qualified
          Public  Offering,  as  set  forth  in  Paragraph  5(a)(2)  hereof  (an
          "Automatic  Conversion  Date").  Upon such automatic  conversion,  the
          person or  persons  entitled  to receive  the  shares of Common  Stock
          issuable upon such  conversion will be treated for all purposes as the
          record  holder  or  holders  of such  Common  Stock  on the  Automatic
          Conversion  Date  whether  or not such  holder or  holders  shall have
          surrendered   certificates  for  such  holder's  shares  of  Series  A
          Preferred to the Corporation.  Upon the Automatic Conversion Date, the
          certificates  representing  all the shares of Series A Preferred shall
          be deemed  void;  as soon as  practicable  after the  surrender by any
          holder of a Series A Preferred certificate, accompanied by a statement
          from the  holder as to the name or names in which the  certificate  or
          certificates  for shares of Common Stock should be issued  (subject to
          the right of the  Corporation  to require  proof  satisfactory  to it,
          including  an opinion of counsel,  demonstrating  that a  registration
          exemption is available under federal and state securities laws for any
          transfer  of  shares  into a name  other  than  that  of the  original
          holder),  the  Corporation  shall  issue and deliver to such holder or
          such holder's  nominee or nominees,  a certificate or certificates for
          the number of shares of Common Stock to which the holder is entitled.

               (4) New  Certificates.  Upon  conversion of only a portion of the
          number of shares of Series A Preferred  represented  by a  certificate
          surrendered  for conversion,  the Corporation  shall issue and deliver
          upon  the  written   order  of  the  holder  at  the  expense  of  the
          Corporation, a new certificate covering the number of shares of Series
          A Preferred representing the unconverted portion of the certificate so
          surrendered.  The  Corporation  may  charge a  reasonable  fee for any
          transfer  of a Series  A  Preferred  Certificate  into the name of any
          person who is not the original Holder.


                                       -9-
<PAGE>
               (5) Payment of Accrued but Unpaid  Dividends  on  Conversion.  If
          there  remain any accrued and unpaid  dividends  on Series A Preferred
          being  converted,  the  Corporation  shall pay such  dividends  to the
          converting  holder at the time of conversion in the form of additional
          shares of Common  Stock,  determined  by  dividing  the  amount of the
          unpaid  dividends  to be  applied  for such  purpose  by the  Series A
          Conversion  Price (or, if applicable,  the Minimum Series A Conversion
          Price) then in effect.

               (6)  No  Fractional   Shares.  The  Corporation  shall  issue  no
          fractional  shares of Common Stock or scrip upon  conversion of shares
          of Series A  Preferred.  If more than one share of Series A  Preferred
          shall  be  surrendered  for  conversion  at any one  time by the  same
          holder,  the number of full shares of Common Stock issuable upon their
          conversion  shall be computed on the basis of the aggregate  number of
          shares  of  Series A  Preferred  surrendered  for  conversion  by such
          holder.  Instead of any fractional  shares of Common Stock which would
          otherwise  be  issuable  upon  conversion  of any  shares  of Series A
          Preferred,  the  Corporation  may,  at  its  sole  option,  pay a cash
          adjustment in respect of such  fractional  share in an amount equal to
          the same fraction of the Series A Conversion Price or Minimum Series A
          Conversion Price in effect as of the day of conversion, or, in lieu of
          cash,  issue to such holder the next higher  whole number of shares of
          Common Stock if the fractional  share to which the holder is otherwise
          entitled is equal to 0.5 or greater, or the next lower number of whole
          shares of Common Stock if the fractional  share to which the holder is
          otherwise entitled is less than 0.5.

          (e) Taxes Incident to Conversion.  The  Corporation  shall pay any and
     all issue  taxes and  other  taxes  (excluding  income  taxes)  that may be
     payable in respect to any issue or  delivery  of shares of Common  Stock on
     conversion of Series A Preferred.  The Corporation shall not be required to
     pay any tax which may be payable in respect of any transfer involved in the
     issue and  delivery of shares of Common  Stock in a name other than that in
     which the Series A Preferred so converted was registered, and no such issue
     or delivery shall be made unless and until the person requesting such issue
     has paid to the Corporation the amount of any such tax, or has established,
     to the satisfaction of the Corporation, that such tax has been, or will be,
     paid.

          (f) Sufficient  Reserves of Stock. The Corporation  shall at all times
     use it s best efforts to reserve and keep available,  out of its authorized
     but  unissued  Common Stock or treasury  shares,  solely for the purpose of
     effecting  the  conversion  of the Series A  Preferred,  the full number of
     shares of Common  Stock  deliverable  upon the  conversion  of all Series A
     Preferred from time to time outstanding.

          (g) Valid Issue for  Conversion.  All shares of Common Stock which may
     be issued upon conversion of the shares of Series A Preferred  shall,  upon
     issuance by the Corporation,  be validly issued, fully paid, non-assessable
     and free from all taxes, liens and charges with respect to their issuance.

                                      -10-
<PAGE>
          (h) Listing of Common  Stock;  Registration  under  Exchange  Act. The
     Corporation  shall use its best  efforts  to  maintain  the  listing of the
     Common Stock on the OTC Electronic  Bulletin Board or such other  quotation
     service or exchange on which the Common Stock may be listed,  and shall not
     take any action at any time while Series A Preferred is  outstanding  which
     would  result in the  delisting  of the  Common  Stock  from any  quotation
     service  or  exchange  upon  which  the  Common  Stock may be  listed.  The
     Corporation  shall file all reports required to be filed by it with the SEC
     pursuant to the Securities Exchange Act of 1934 (the "1934 Act") and/or the
     Securities  Exchange Act of 1933 (the "1933  Act"),  and shall not take any
     action which would result in the  deregistration  of the Common Stock under
     Section 12(g) of the 1934 Act.

6.       ADJUSTMENT OF CONVERSION PRICE

          (a)  Adjustment.  The  Series A  Conversion  Price or  Minimum  Series
     Conversion  Price in effect at any time shall be adjusted from time to time
     as provided in this Section 6.

          (b) No Adjustment for Certain Grants, Sales, or Issuances. Anything in
     these  Articles  of  Incorporation  to the  contrary  notwithstanding,  the
     Corporation  shall not be required to make any  adjustment  of the Series A
     Conversion Price or Minimum Series A Conversion  Price, as the case may be,
     in the case of the grant of options  or other  rights to  purchase,  or the
     sale of, or the  issuance  of,  shares of Common  Stock or  obligations  or
     securities convertible into Common Stock of the Corporation:

               (1)  to  its  officers,  employees,  directors,  and  consultants
          pursuant to the Corporation's 1992 Stock Option Plan or otherwise,  so
          long as any such  grants,  sales or  issuances  do not  exceed  in the
          aggregate   3,500,000   shares  of  Common  Stock  or  obligations  or
          securities convertible into Common Stock;

               (2) upon the exercise of warrants to purchase  Common Stock which
          are  outstanding as of the initial date of the  Corporation's  Private
          Offering Memorandum by which the Debentures  convertible into Series A
          Preferred were offered to investors; and

               (3) upon the issuance of any shares of Common Stock as a dividend
          on, or in conversion of, any shares of the Series A Preferred.

          (c) Stock Splits,  Stock Dividends,  Stock  Combinations.  In case the
     Corporation  shall at any time subdivide the  outstanding  shares of Common
     Stock, issue a stock dividend on the outstanding Common Stock,  combine the
     outstanding  shares of Common Stock or reclassify the outstanding shares of
     Common Stock into securities of a different  class, the Series A Conversion
     Price  and/or  the  number of shares of  Common  Stock  and/or  the type of
     securities  issuable  upon  conversion  of the Series A Preferred in effect
     immediately  prior to such  subdivision,  dividend or combination  shall be
     equitably adjusted to account for any such

                                      -11-
<PAGE>
     transaction.  The Board of Directors of the Corporation  shall determine in
     good faith any such adjustments and its good faith determination,  absent a
     showing of fraud, shall be binding and conclusive. Notice shall be provided
     to all holders of Series A Preferred  advising  of any  adjustments  to the
     conversion   terms  applicable  to  the  Series  A  Preferred  as  soon  as
     practicable following the date of any such adjustment.

          (d) Adjustment Formulas for Certain Issuances. Should the Corporation,
     at some point after the first issuance of the Series A Preferred and before
     the lapse of the Minimum  Series A Conversion  price,  issue or sell Common
     Stock, a right or option to purchase Common Stock, or shares of stock or an
     obligation  convertible  into  Common  Stock  for a  certain  consideration
     receivable by the Corporation per share ("Consideration  Receivable") (with
     the  product  of  the  number  of  such  shares  times  such  Consideration
     Receivable being the "Aggregate  Consideration  Receivable")  which is less
     than the Minimum  Series A  Conversion  Price in effect at the time of such
     issuance,  then the Minimum Series A Conversion Price shall immediately and
     automatically  be  adjusted  as  determined  to  the  nearest  cent  by the
     following formula:

    Where    z =       new Minimum Series A Conversion Price;

                       x =     current Minimum Series A Conversion Price;

                       y =     the Aggregate Consideration Receivable on such 
                               issuance, sale, etc.;

                       a =     number of shares of Common Stock outstanding just
                               prior to such issuance, sale, etc.;

                       b       = number of  shares of Common  Stock
                               to which all  holders of Options (as
                               defined   in   6(d)(1)   below)  are
                               entitled   to   subscribe   for,  or
                               purchase  immediately prior to, such
                               issuance, sale, etc.;

                       c       = number of  shares of Common  Stock
                               issuable    to   all    holders   of
                               Convertible  Securities  (as defined
                               in 6(d)(2) below), immediately prior
                               to such issuance,  sale, etc. (using
                               the Series A  Conversion  Price then
                               in effect); and

                       d       = number of  shares of Common  Stock
                               to be issued, or deemed to be issued
                               under  6(d)(1)  and (2) below,  upon
                               and immediately after such issuance,
                               sale, etc.;

    then               z =     (x x (a + b + c)) + y
                               ---------------------
                                   a + b + c + d
    

                                      -12-

<PAGE>
     provided,  however, that the Minimum Series A Conversion Price shall not be
     adjusted  in the case of an equity  financing  of the  Corporation  made to
     holders of Series A  Preferred  at a price per share which is less than the
     Minimum Series A Conversion  Price to the extent any such holder  (together
     with  its  affiliates,   if  any)  does  not  purchase  securities  of  the
     Corporation in such  financing  sufficient to retain its or their total pro
     rata ownership of the  Corporation,  with such ownership  being  calculated
     immediately after the closing of such financing as if all securities of the
     Corporation  other than its  outstanding  Common  Stock were  converted  or
     exercised, as appropriate, into shares of the Corporation's Common Stock.

          For purposes of this  Subsection  6(d) only, the following  provisions
     shall apply:

               (1) Options or  Warrants.  In case of the issuance or sale by the
          Corporation in any manner of any options for the purchase of shares of
          Common Stock or of any rights to subscribe  for or to purchase  shares
          of Common  Stock  ("Options"),  all shares of Common  Stock  which the
          holders of such Options shall be entitled to subscribe for or purchase
          pursuant  to such  Options  shall be deemed to be issued or sold as of
          the  date of the  offering  of such  rights  or the  granting  of such
          Options.

               (2) Convertible  Securities.  In the case of the issuance or sale
          by the  Corporation in any manner of any  obligations or of any shares
          of  stock  of the  Corporation  that  shall  be  convertible  into  or
          exchangeable for Common Stock ("Convertible  Securities"),  all shares
          of Common  Stock  issuable  upon the  conversion  or  exchange of such
          obligations  or  shares  shall be  deemed  issued  as of the date such
          obligations or shares are issued.

               (3) Cash  Consideration for Common Stock. In the case of an issue
          or  sale  for  cash of  shares  of  Common  Stock,  the  Consideration
          Receivable  by the  Corporation  therefor  shall be the amount of cash
          received,  before  deducting any  commissions  or expenses paid by the
          Corporation.

               (4) Non-Cash  Consideration  for Common Stock. In the case of the
          issuance  or sale  (otherwise  than upon  conversion  or  exchange  of
          obligations or shares of stock of the Corporation) of shares of Common
          Stock for a consideration  other than cash or a  consideration  partly
          other  than  cash,  the  amount of the  consideration  other than cash
          receivable  by the  Corporation  for such shares shall be deemed to be
          the value of such  consideration  as  determined  in good faith by the
          Board of Directors.

               (5)   Consideration   Receivable   for  Options  or   Convertible
          Securities.

          (a)  The  amount  of the  Aggregate  Consideration  Receivable  by the
     Corporation  upon the issuance of any Options referred to in Subsection (1)
     above shall be the

                                      -13-
<PAGE>
     minimum  aggregate  consideration  named in such  Options for the shares of
     Common Stock covered thereby,  plus the consideration,  if any, received by
     the Corporation for such Options.

          (b) The amount of Consideration Receivable by the Corporation upon the
     issuance of any obligations or shares which are convertible or exchangeable
     as described in Subsection  (2) above as Convertible  Securities,  shall be
     the amount of  consideration  received by the Corporation upon the issuance
     of such obligations or shares, plus the minimum aggregate consideration, if
     any, other than such  obligations or shares,  receivable by the Corporation
     upon such conversion or exchange, except in adjustment of dividends.

          (c)  The   amount  of   Aggregate   Consideration   Receivable   under
     Subparagraphs   6(d)(5)a   and   6(d)(5)b   and  the  amount  of  Aggregate
     Consideration   Receivable  upon  the  exercise  of  Options  or  upon  the
     conversion  or  exchange of  convertible  securities  under this  Paragraph
     6(d)(5),  shall be  determined  in the same manner  provided in  Paragraphs
     6(d)(3)  and  6(d)(4)  above with  respect to the  Aggregate  Consideration
     Receivable by the  Corporation as in the case of the issuance of additional
     shares  of  Common  Stock.  But if such  obligations  or shares of stock so
     convertible or exchangeable are issued in satisfaction of any dividend upon
     any stock of the  Corporation  other than Common  Stock,  the amount of the
     consideration  received upon the original  issuance of such  obligations or
     shares of stock shall be the value of such  obligations or shares of stock,
     as of the date of the adoption of the resolution declaring the dividend, as
     determined in good faith by the Board of Directors at or as of that date.

               (6)  Other   Particulars   Concerning   Options  and  Convertible
          Securities.  In the event that the Minimum  Series A Conversion  Price
          shall  be  adjusted  with  respect  to  the  issuance  of  Options  or
          Convertible Securities (as defined in Paragraphs 6(d)(1) and 6(d)(2)),
          the following provisions apply:

          a. No further  adjustment  in the Minimum  Series A  Conversion  Price
     shall be made upon the subsequent issue of Convertible Securities or shares
     of Common  Stock when those  Options  are  exercised  or those  Convertible
     Securities are converted.

          b. Such Options or Convertible  Securities may by their terms provide,
     with  the  passage  of  time  or   otherwise,   for  any  decrease  in  the
     consideration  payable to the  Corporation,  or  increase  in the number of
     shares of  Common  Stock  issuable,  upon  their  exercise,  conversion  or
     exchange.  In such a case, the Minimum  Series A Conversion  Price computed
     upon the original issue thereof, and any subsequent adjustments shall, upon
     any such increase or decrease becoming effective,  be recomputed to reflect
     such increase or decrease insofar as it affects those Options or the rights
     of conversion or exchange under those Convertible Securities.

                                      -14-
<PAGE>
          c. Upon the expiration of any such Options or any rights of conversion
     under such Convertible Securities which shall not have been exercised,  the
     Minimum Series A Conversion Price computed upon the original issue thereof,
     and any subsequent  adjustments shall, upon such expiration,  be recomputed
     as if:

                                    i) in the case of Convertible  Securities or
                          Options for Common Stock,  the only additional  shares
                          of Common Stock issued were the shares of Common Stock
                          actually  issued upon the  exercise of such Options or
                          the conversion of such Convertible Securities; and the
                          Aggregate    Consideration    Receivable    was    the
                          consideration actually received by the Corporation for
                          the issue of such  Convertible  Securities  which were
                          actually converted, and

                                    ii) in the case of Options  for  Convertible
                          Securities,  only the Convertible  Securities actually
                          issued upon the  exercise  thereof  were issued at the
                          time of  issue  of  such  Options;  and the  Aggregate
                          Consideration  Receivable for the additional shares or
                          Common  Stock  deemed to have been then issued was the
                          consideration actually received by the Corporation for
                          the  issue  of  all  such   Options  for   Convertible
                          Securities,   whether  or  not  exercised,   plus  the
                          consideration  deemed  to have  been  received  by the
                          Corporation (determined pursuant to Paragraph 6(d)(5))
                          upon the issue of the Convertible Securities when such
                          Options were actually exercised.

          d. No readjustment  pursuant to Subparagraph  6(d)(6)b or Subparagraph
     6(d)(6)c  shall  have  the  effect  of  increasing  the  Minimum  Series  A
     Conversion  Price by an amount  greater  than the amount of the  adjustment
     originally made when the Options or Convertible Securities were issued.

          e. In the case of any  Options  which  expire by their  terms not more
     than thirty (30) days after the date of issue or sooner,  no  adjustment of
     the Minimum Series A Conversion Price shall be made until the expiration or
     exercise of all such Options.

          f. Waiver of Adjustment.

                         i) In the event that  holders of a majority of the then
                    currently outstanding shares of the Series A Preferred shall
                    consent   to   limit,   or  waive  in  its   entirety,   any
                    anti-dilution adjustment to which the holders of such series
                    would  otherwise be entitled under  Subsection  6(d) hereof,
                    the Corporation shall not be required to make any adjustment
                    whatsoever with respect to any shares of Series A Preferred,
                    or to make any  adjustment  with  respect  to any  shares of
                    Series  A  Preferred  in  excess  of any  limit  set by such
                    consent.

                                      -15-
<PAGE>
                         ii) Moreover, any holder of Series A Preferred shall be
                    permitted  to  waive  in  whole  or in  part,  currently  or
                    prospectively,   by  contract  or  any  other  writing,  any
                    anti-dilution  adjustment to which he or it would  otherwise
                    be entitled pursuant to the provisions of this Section 6.

          (e)  No  Adjustment  of  Series  A  Conversion   Price  Under  Certain
     Circumstances.  Following  the  lapse of the  Minimum  Series A  Conversion
     Price,  no  adjustment  to the Series A Conversion  Price shall be made for
     transactions described in Subsection 6(d).

7.       REORGANIZATION, RECLASSIFICATION, AND SALE OF ASSETS.

         If any capital  reorganization or reclassification of the capital stock
of the Corporation,  including any such  reorganization or  reclassification  in
connection with any merger,  consolidation,  or transfer of substantially all of
the assets of the Corporation,  shall not be deemed to be a Liquidation pursuant
to Section 4 hereof,  and if it shall be effected in such a way that  holders of
Common  Stock  shall be entitled to receive  stock,  securities,  or assets with
respect to or in  exchange  for Common  Stock,  then the  following  shall be an
express condition of such reorganization or reclassification.

          (a) Lawful  and  adequate  provisions  in a form  satisfactory  to the
     holders of a majority of the Series A Preferred  shall be made whereby each
     holder of shares of Series A Preferred  shall  thereafter have the right to
     receive,  upon the terms and conditions specified herein and in lieu of the
     shares  of  Common  Stock  of  the  Corporation   immediately   theretofore
     receivable  upon the  conversion  of such shares of the Series A Preferred,
     such  shares of stock,  securities,  or assets as may be issued or  payable
     with respect to or in exchange for a number of  outstanding  shares of such
     Common  Stock  equal to the  number  of shares  of such  stock  immediately
     theretofore so receivable had such reorganization or  reclassification  not
     taken place.

          (b) Moreover,  in any such case,  appropriate  provision shall be made
     with  respect to the rights and  interests  of each such holder of Series A
     Preferred  to  the  end  that  the  provisions  hereof  (including  without
     limitation  provisions  for  adjustments of the Minimum Series A Conversion
     Price) shall thereafter be applicable,  as nearly as may be, in relation to
     any shares of stock, securities,  or assets thereafter deliverable upon the
     exercise  of  such  conversion   rights.  In  the  event  of  a  merger  or
     consolidation  of the  Corporation as a result of which a greater or lesser
     number of shares of Common Stock of the surviving  Corporation are issuable
     to holders of the Common Stock of the Corporation  outstanding  immediately
     prior to such  merger or  consolidation,  the Minimum  Series A  Conversion
     Price and terms of conversion in effect immediately prior to such merger or
     consolidation  shall be adjusted in the same manner as though  there were a
     subdivision or combination of the outstanding shares of Common Stock of the
     Corporation.

                                      -16-
<PAGE>
          (c)  The  Corporation  shall  not  effect  any  such   reorganization,
     reclassification,  consolidation,  merger,  or sale  unless,  prior  to the
     consummation  thereof:  (i) the Corporation shall have obtained the consent
     of the holders of a majority of the Series A  Preferred  then  outstanding,
     and  (ii)  the  successor  corporation  (if  other  than  the  Corporation)
     resulting from such consolidation or merger, or the corporation  purchasing
     such assets, shall assume by written instrument,  in a form satisfactory to
     the holders of a majority of the Series A Preferred  then  outstanding  the
     obligation to deliver to such holder such shares of stock,  securities,  or
     assets as, in accordance with the foregoing provisions,  such holder may be
     entitled to receive.  Such written  instrument  shall be promptly mailed or
     delivered  to each  holder  of shares  of  Series A  Preferred  at the last
     address of such holder appearing on the books of the Corporation.

8.       REDEMPTION

          (a) Early Redemption by the Corporation.

               (1) The Series A Preferred may be redeemed in whole or in part at
          the election of the Corporation upon not less than 30 nor more than 60
          days  prior  written  notice  by  mail,  at any  time  up to 270  days
          following the Initial  Closing  Date,  if, during such 270 day period,
          the  closing  bid price for the Common  Stock for any 20 trading  days
          within  any 30  consecutive  trading  day  period as quoted on the OTC
          Electronic  Bulletin  Board (or such  other  quotation  service  as is
          quoting bid and asked prices for the Common Stock), or the closing bid
          price for the Common  Stock as reported by the NASDAQ  Stock Market or
          any other national  exchange upon which the Common Stock is listed for
          trading  which  has  closing  bid  price  reporting,  is less than the
          Minimum Conversion Price. Notwithstanding the foregoing, if the 20 day
          period  during  which the price of the  Common  Stock is less than the
          Minimum  Conversion  Price falls  totally with the last 60 days of the
          270 days  following the Initial  Closing Date, the  Corporation  shall
          have a full 60 days from the end of such 270 day  period  to  exercise
          its right of early redemption.

               (2) To redeem the Series A Preferred  pursuant to this Subsection
          8(a), the Corporation shall pay the holders of Series A being redeemed
          118% of the Stated  Value of the Series A  Preferred  being  redeemed,
          together  with  accrued  but  unpaid  interest  owing  to the  date of
          redemption,  in cash. Any Series A Preferred which is redeemed in part
          only  shall be  redeemed  in  principal  amounts  of  $1,000  or whole
          multiples of $1,000.

          (b) Other Redemption Rights of the Corporation.  The Corporation shall
     be  entitled  to  redeem  any  shares  of  Series  A  Preferred   remaining
     outstanding  36 months  after  the  Initial  Closing  Date by paying to the
     holders  thereof the Stated Value of the shares of Series A Preferred being
     redeemed,  plus any accrued and unpaid dividends on such shares of Series A
     Preferred to the date of redemption, upon no less than 30 and not more than
     60 days advance
                                      -17-
<PAGE>
     written notice of the date fixed for such redemption. The Corporation shall
     pay cash for all amounts due on such redemption.

          (c)  Redemption  Notices.  The notice of  redemption to be sent to all
     holder of Series A Preferred (the "Redemption Notice") shall state the date
     fixed for redemption (the  "Redemption  Date"),  the paying agent with whom
     funds sufficient to make the redemption have been deposited, and the number
     of shares to be redeemed from each such holder, together with the amount of
     any accrued and unpaid  dividends to be paid as of the Redemption Date. Any
     partial redemption shall be pro rata as between the holders of all Series A
     Preferred.

          (d)  Right  to  Convert   Series  A  Preferred   Pending   Redemption.
     Notwithstanding the above, any holder of Series A Preferred may convert the
     shares of Series A Preferred so called for  redemption,  plus all dividends
     accrued and unpaid on such shares to the  Redemption  Date,  into shares of
     Common Stock,  at any time following the giving of the Notice of Redemption
     and prior to the Redemption Date.

9.       NO IMPAIRMENT

                  The  Corporation  shall 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 of performance of any of the terms in this
Article to be observed or performed by the Corporation. The Corporation shall at
all times in good faith  assist in the  carrying  out of all the  provisions  of
Sections 5, 6 and 7 hereof.

10.      CERTIFICATE AS TO ADJUSTMENTS

          (a) Upon the occurrence of each  adjustment of the Series A Conversion
     Price pursuant to Section 6, or any  transaction  requiring a change in the
     conversion  terms  applicable  to the Series A Preferred as required by any
     other provision of this Article,  the  Corporation,  at its expense,  shall
     promptly compute any such adjustment and prepare and furnish to each holder
     of Series A Preferred a certificate  setting forth such  adjustment  and/or
     any  other  change  in the  conversion  terms  applicable  to the  Series A
     Preferred,  showing in detail the facts upon which such  adjustment  and/or
     change is based; and

          (b) Upon the  written  request at any time from any holder of Series A
     Preferred the Corporation  shall furnish to such holder a like  certificate
     setting forth (i) such  adjustment,  (ii) the Series A Conversion  Price at
     the time in effect,  and (iii) the number of shares of Common Stock and the
     amount,  if any, of other property which at the time would be received upon
     conversion of Series A Preferred.

                                      -18-
<PAGE>
11.      NOTICE OF RECORD DATES

         In the event:

          (a) that the  Corporation  shall  take a record of the  holders of its
     Common Stock for the purpose of  entitling  them to vote upon any matter to
     be submitted to shareholders of Common Stock or other votable securities of
     the Corporation;

          (b) that the  Corporation  shall  take a record of the  holders of its
     Common  Stock   entitling  them  to  receive  a  dividend,   or  any  other
     distribution, payable in cash or other property of the Corporation;

          (c) that the  Corporation  shall  take a record of the  holders of its
     Common Stock for the purpose of entitling them to subscribe for or purchase
     any shares of stock of any class or to receive any other rights;

          (d) of any capital reorganization of the Corporation, reclassification
     of the  capital  stock of the  Corporation  (other  than a  subdivision  or
     combination of its outstanding shares of Common Stock),  consolidation,  or
     merger of the Corporation with or into another corporation or conveyance of
     all or  substantially  all of the  assets  of the  Corporation  to  another
     corporation; or

          (e) of the  voluntary  or  involuntary  dissolution,  liquidation,  or
     winding up of the Corporation;

then,  the  Corporation  shall  cause to be mailed to the  holders  of record of
outstanding  Series A  Preferred,  at least  twenty  (20) days prior to the date
specified therein, a notice stating the date on which that record is to be taken
or that event is to take place.  The notice shall also specify the date,  if any
is to be fixed,  as of which 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,  reorganization,  consolidation, merger,
conveyance, dissolution, liquidation, or winding up.

12.      FORM OF NOTICES

     Any notice required by the provisions of this Article to be given either to
the  holders  of shares of Series A  Preferred  or the  Corporation  shall be in
writing and shall be deemed given if hand  delivered,  delivered by courier,  or
deposited in the United States mail,  postage prepaid,  addressed to each holder
of record of Series A Preferred at such holder's address  appearing on the books
of the  Corporation  or,  in the  case  of  notice  to the  Corporation,  to its
Principal Office, sent to the attention: "Chief Financial Officer."

                                      -19-
<PAGE>
13.      VOTING

         The  shares of Series A  Preferred  shall  not be  entitled  to vote on
matters  submitted to shareholders  of the  Corporation  except for matters upon
which a vote of Series A Preferred is  specifically  required under this Article
or the law of the State of Colorado.

14.      AMENDMENTS AND CHANGES

         As  long  as any  of  the  Series  A  Preferred  shall  be  issued  and
outstanding,  the Corporation  shall not take any action without first obtaining
the approval (by vote or written consent,  as provided by law) of the holders of
a majority  of the Series A Preferred  then  outstanding,  if such action  would
materially and adversely affect such Series A Preferred by way of:

          (a) Any  amendment,  or repeal of any provision of, the  Corporation's
     Articles of Incorporation or Bylaws;

          (b) Any  action  that  increases  the number of  authorized  shares of
     preferred stock or which would materially and adversely alter or change the
     preferences, rights, privileges, or powers of, or the restrictions provided
     for the benefit of, the Series A Preferred;

          (c) Authorize,  create, or issue shares of any class of stock,  bonds,
     debentures,  notes, or other  obligations  convertible into or exchangeable
     for or  having  option  rights  to  purchase,  any  shares  of stock of the
     Corporation having any preference or priority,  as to dividends,  assets or
     otherwise  on a parity with or superior to any  preferences  or priority of
     the Series A Preferred; or

          (d)  Reclassify  any   outstanding   shares  into  shares  having  any
     preference  or priority as to  dividends,  assets or  otherwise on a parity
     with or superior to any such preference or priority of Series A Preferred.

15.      DEFINITIONS

         Unless the context otherwise clearly requires,  or unless  specifically
defined elsewhere in this Designation,  definitions of capitalized terms used in
this Designation are as follows:

          (a) "1933 Act" means the  Securities  Act of 1933,  as amended  and in
     effect at any particular time.

          (b) "1934 Act" means the  Securities  Exchange Act of 1934, as amended
     and in effect at any particular time.

                                      -20-
<PAGE>
          (c)  "Advance  Conversion  Notice" has the  meaning  ascribed to it in
     Paragraph 5(d)(1) of this Designation.

          (d) "Aggregate  Consideration  Receivable" has the meaning ascribed to
     it in Subsection 6(d) of this Designation.

          (e)  "Automatic  Conversion  Date" has the  meaning  ascribed to it in
     Paragraph 5(d)(3) of this Designation.

          (f)  "Common  Stock"  means  the  no par  value  common  stock  of the
     Corporation of the class authorized at the date of issuance of the Series A
     Preferred and stock of any other class into which such presently authorized
     common  stock  may be  changed,  and  any  other  shares  of  stock  of the
     Corporation  which do not have any  priority in the payment of dividends or
     upon liquidation over any other class of stock.

          (g)  "Consideration  Receivable"  has the  meaning  ascribed  to it in
     Subsection 6(d) of this Designation.

          (h)  "Conversion  Date" has the meaning  ascribed  to it in  Paragraph
     5(d)(1) of this Designation.

          (i)  "Conversion  Period" has the meaning  ascribed to it in Paragraph
     5(a)(1) of this Designation.

          (j)  "Convertible  Securities"  has  the  meaning  ascribed  to  it in
     Paragraph 6(d)(2) of this Designation.

          (k)  "Corporation"  means the person named as the "Corporation" in the
     first paragraph of this  Designation  until a successor  corporation  shall
     have  become  such  pursuant  to  the  applicable  provisions  hereof,  and
     thereafter "Corporation" shall mean such successor corporation.

          (l)   "Debentures"   means  the   Corporation's   8%  Adjustable  Rate
     Convertible  Subordinated  Debentures  Due  December  31,  1999,  which are
     convertible into shares of Series A Preferred.

          (m) "Delivery Date" means three (3) business days after receipt by the
     Corporation  of the original  Conversion  Notice and the Series A Preferred
     certificates being converted, as described in paragraph 5(d)(1).

          (n)  "Distribution"  has the meaning ascribed to it in Subsection 3(j)
     of this Designation.

                                      -21-
<PAGE>
          (o) "Dividend  Record Dates" means March 31, June 30, September 30 and
     December  31 of  each  year,  as  described  in  Subsection  3(a)  of  this
     Designation.

          (p) "Initial Closing Date" has the meaning ascribed to it in Paragraph
     5(c)(1) of this Designation.

          (q)  "Initial  Notice"  has the meaning  ascribed  to it in  Paragraph
     4(b)(1) of this Designation.

          (r) "Liquidation" has the meaning ascribed to it in Subsection 4(a) of
     this Designation.

          (s) "Market Price" has the meaning  ascribed to it in Subsection  3(e)
     of this Designation.

          (t) "Minimum Series A Conversion Price" has the meaning ascribed to it
     in Subsection 5(c) of this Designation.

          (u) "Options" has the meaning  ascribed to it in Paragraph  6(d)(1) of
     this Designation.

          (v)  "Qualified  Public  Offering"  has the meaning  ascribed to it in
     Subparagraph 5(a)(2)a of this Designation.

          (w) "Private Offering  Memorandum"  means the  Corporation's  offering
     document by which the Debentures were offered to investors.

          (x)  "Redemption  Date" has the meaning  ascribed to it in  Subsection
     8(c) of this Designation.

          (y) "Redemption  Notice" has the meaning  ascribed to it in Subsection
     8(c) of this Designation.

          (z) "SEC" means the United States  Securities and Exchange  Commission
     or any successor agency of the United States.

          (aa)  "Series A  Conversion  Price" has the meaning  ascribed to it in
     Subsection 5(c) of this Designation.

          (bb) "Series A Liquidation  Preference" has the meaning ascribed to it
     in Paragraph 4(a)(1) of this Designation.

                                      -22-
<PAGE>
          (cc) "Series A Preferred" means the  Corporation's no par value Series
     A Cumulative Convertible Redeemable Preferred Stock, stated value $1.00 per
     share,  with the  rights,  preferences  and  designation  set forth in this
     Designation.

          (dd)  "Series A Purchase  Price"  has the  meaning  ascribed  to it in
     Subsection 5(b) of this Designation.

          (ee) "Stated  Value" means $1.00 per share,  as described in Section 2
     of this Designation.

          (ff)  "Subsequent  Notice" has the meaning ascribed to it in Paragraph
     4(b)(1) of this Designation.

16.      HEADINGS

         The headings of the Sections, Subsections, Paragraphs and Subparagraphs
of this  Article are inserted  for  convenience  only and shall not be deemed to
constitute a part of this Article.


                       [END OF CERTIFICATE OF DESIGNATION]