EXHIBIT A
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     Technology  Connections,  Inc. intends to take Board of Directors action to
authorize  a  new  series  of  so-called "blank check" preferred stock and issue
1,000,000  shares  of such preferred stock at or about the Effective Time of the
Merger.  This  new  class  of  preferred  stock  will be known as Class A Voting
Convertible  Preferred  Stock  and  will  have  the preferences, limitations and
relative  rights  set  forth  below:

(1)  Designation and Rank. The series of Preferred Stock shall be designated the
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     "Class  A  Voting  Convertible  Preferred  Stock"  ("Class  A  Convertible
     Preferred")  and shall consist of 1,000,000 shares. The Class A Convertible
     Preferred  and  any other series of Preferred Stock authorized by the Board
     of  Directors of this Corporation are hereinafter referred to as "Preferred
     Stock" or "Preferred." The Class A Convertible Preferred shall be senior to
     the  common stock and all other shares of Preferred Stock that may be later
     authorized.

(2)  No  Right  to  Dividend.  The  holders of the Class A Convertible Preferred
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     shall  not  be  entitled  to  receive  any  dividend.

(3)  Conversion into Common Stock.
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(a)  Right  to  Convert.  Each  share  of Class A Convertible Preferred shall be
     convertible,  at  the  option of the holder thereof, at any time after five
     (5)  years  from the date of issuance (the "Conversion Date") into ten (10)
     shares  of  fully  paid  and  non-assessable  shares  of  Common Stock (the
     "Conversion  Ratio").

(b)  Mechanics of Conversion. Before any holder shall be entitled to convert, he
     shall  surrender  the  certificate  or  certificates  representing  Class A
     Convertible  Preferred  to  be  converted,  duly endorsed or accompanied by
     proper  instruments of transfer, at the office of the Corporation or of any
     transfer  agent,  and  shall give written notice to the Corporation at such
     office  that  he elects to convert the same. The Corporation shall, as soon
     as  practicable  thereafter,  issue  a  certificate or certificates for the
     number of shares of Common Stock to which the holder shall be entitled. The
     Corporation  shall,  as  soon  as  practicable  after  delivery  of  such
     certificates,  or such agreement and indemnification in the case of a lost,
     stolen  or destroyed certificate, issue and deliver to such holder of Class
     A  Convertible  Preferred  a  certificate or certificates for the number of
     shares  of Common Stock to which such holder is entitled as aforesaid and a
     check  payable  to  the holder in the amount of any cash amounts payable as
     the  result  of  a  conversion into fractional shares of Common Stock. Such
     conversion shall be deemed to have been made immediately prior to the close
     of  business  on  the  date  of  such  surrender  of  the shares of Class A
     Convertible  Preferred  to  be  converted.

(c)  Adjustments  to  Conversion  Ratio.

(1)  Merger  or  Reorganization.  In  case of any consolidation or merger of the
Corporation  as  a  result  of  which holders of Common Stock become entitled to
receive  other  stock or securities or property, or in case of any conveyance of
all  or  substantially  all  of  the  assets  of  the  Corporation  to  another
corporation,  the  Corporation  shall mail to each holder of Class A Convertible
Preferred  at  least  thirty (30) days prior to the consummation of such event a
notice thereof, and each such holder shall have the option to either (i) convert
such  holder's  shares  of  Class  A Convertible Preferred into shares of Common
Stock  pursuant to this Section 3 and thereafter receive the number of shares of
stock  or other securities or property to which a holder of the number of shares
of  Common  Stock of the Corporation deliverable upon conversion of such Class A
Convertible  Preferred  would have been entitled upon such consolidation, merger
or  conveyance,  or (ii) exercise such holder's rights pursuant to Section 4(a).
Unless otherwise set forth by the Board of Directors, the Conversion Ratio shall
not  be  affected by a stock dividend or subdivision (stock split) on the Common
Stock  of the Corporation, or a stock combination (reverse stock split) or stock
consolidation by reclassification of the Common Stock. However, once the Class A
Convertible Preferred has been converted to Common Stock, it shall be subject to
all  corporate  actions  that  affect  or  modify  the  common  stock.

(d)  No  Impairment.  The  Corporation will not, by amendment of its Articles of
     Incorporation,  this  Certificate  of  Designation  or  through  any
     reorganization,  transfer  of  assets,  consolidation, merger, dissolution,
     issue or sale of securities or any other voluntary action, avoid or seek to
     avoid  the  observance or performance of any of the terms to be observed or
     performed hereunder by the Corporation, but will at all times in good faith
     assist  in  the carrying out of all the provisions of this Section 4 and in
     the  taking  of all such action as may be necessary or appropriate in order
     to  protect the Conversion Rights of the holders of the Class A Convertible
     Preferred  against  impairment.

(e)  Certificate  as  to  Adjustments. Upon the occurrence of each adjustment or
     readjustment  of  the Conversion Ratio of the Class A Convertible Preferred
     pursuant  to  this Section 3, the Corporation at its expense shall promptly
     compute such adjustment or readjustment in accordance with the terms hereof
     and  furnish  to each holder of Class A Convertible Preferred a certificate
     setting  forth such adjustment or readjustment and the calculation on which
     such  adjustment  or readjustment is based. The Corporation shall, upon the
     written request at any time of any holder of Class A Convertible Preferred,
     furnish  or cause to be furnished to such holder a like certificate setting
     forth (i) such adjustments and readjustments, (ii) the Conversion Ratio for
     the  Class  A  Convertible  Preferred  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 the conversion of the Class A
     Convertible  Preferred.

(f)  Notices  of Record Date. In the event of any taking by the Corporation of a
     record  of  the  holders  of  any  class  of  securities for the purpose of
     determining  the  holders  thereof  who  are  entitled  to

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     receive  any dividend (other than a cash dividend which is the same as cash
     dividends paid in previous quarters) or other distribution, the Corporation
     shall  mail  to  each  holder of Class A Convertible Preferred at least ten
     (10)  days prior to the date specified herein, a notice specifying the date
     on which any such record is to be taken for the purpose of such dividend or
     distribution.

(g)  Common Stock Reserved. The Corporation shall reserve and keep available out
     of its authorized but unissued Common Stock such number of shares of Common
     Stock  as shall from time to time be sufficient to effect conversion of the
     Class  A  Convertible  Preferred.

(4)  Liquidation Preference.
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(a)  In  the  event  of  any  liquidation,  dissolution  or  winding  up  of the
     Corporation, whether voluntary or involuntary (a "Liquidation"), the assets
     of  the Corporation available for distribution to its stockholders shall be
     distributed  as  follows:

     (1)  The  holders of the Class A Convertible Preferred shall be entitled to
          receive,  prior  to the holders of the other series of Preferred Stock
          and  prior  and  in  preference  to  any distribution of the assets or
          surplus funds of the Corporation to the holders of any other shares of
          stock  of  the corporation by reason of their ownership of such stock,
          an amount equal to $1.00 per share with respect to each share of Class
          A  Convertible  Preferred.

     (2)  If  upon  occurrence  of  a  Liquidation  the  assets  and  funds thus
          distributed  among  the  holders  of the Class A Convertible Preferred
          shall  be  insufficient  to  permit the payment to such holders of the
          full  preferential  amount,  then  the  entire assets and funds of the
          Corporation  legally  available  for distribution shall be distributed
          among  the  holders  of  the  Class A Convertible Preferred ratably in
          proportion  to  the  full  amounts  to  which  they would otherwise be
          respectively  entitled.

     (3)  After  payment  of  the  full  amounts  to  the  holders  of  Class  A
          Convertible  Preferred as set forth above in (1), any remaining assets
          of the Corporation shall be distributed pro rata to the holders of the
          Preferred  Stock and Common Stock (in the case of the Preferred Stock,
          on  an  "as  converted"  basis  into  Common  Stock).

(b)  If any of the assets of the Corporation are to be distributed other than in
     cash  under  this Section 4, then the board of directors of the Corporation
     shall  promptly  engage  independent  competent appraisers to determine the
     value  of the assets to be distributed to the holders of Preferred Stock or
     Common  Stock.  The  Corporation  shall,  upon  receipt of such appraiser's
     valuation, give prompt written notice to each holder of shares of Preferred
     Stock  or  Common  Stock  of  the  appraiser's  valuation.

(5)  Voting  Rights. Except as otherwise required by law, the holders of Class A
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     Convertible  Preferred  shall  be  entitled  to notice of any stockholders'
     meeting  and  to  vote  as a single class (and not together with the common
     stockholders  as  one  combined  class)  to  approve  any


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     merger,  sale  of  assets,  combination  or  reorganization  involving  the
     Corporation,  or  other  fundamental  corporate  transaction  involving the
     Corporation,  with  the holders of Class A Convertible Preferred having one
     vote  per  share  of  such  stock  owned. On all other matters, the Class A
     Convertible  Preferred  shall  vote  with  the  common  stockholders as one
     combined  class,  with  the holders of Class A Convertible Preferred having
     ten  (10)  votes  per  share  of  such  stock  owned.

(6)  Covenants.  (a)  In  addition  to  any  other  rights  provided by law, the
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     Corporation  shall  not,  without  first  obtaining the affirmative vote or
     written  consent  of the holders of a majority of the outstanding shares of
     Class  A  Convertible  Preferred,  do  any  of  the  following:

     (1)  Take any action which would either alter, change or affect the rights,
          preferences,  privileges  or  restrictions  of the Class A Convertible
          Preferred  or  increase the number of shares of such series authorized
          hereby  or  designate  any  other  series  of  Preferred  Stock;

     (2)  increase  the  size  of  any equity incentive plan(s) or arrangements;

     (3)  make  fundamental  changes  to  the  business  of  the  Corporation;

     (4)  make  any changes to the terms of the Class A Convertible Preferred or
          to the Corporation's Articles of Incorporation or Bylaws, including by
          designation  of  any  stock;

     (5)  create  any  new class of shares having preferences over or being on a
          parity  with  the  Class  A  Convertible  Preferred as to dividends or
          assets,  unless  the  purpose  of  creation  of such class is, and the
          proceeds  to  be  derived from the sale and issuance thereof are to be
          used  for,  the  retirement  of all Class A Convertible Preferred then
          outstanding;

     (6)  accrue  any  indebtedness  in  excess  of  $20,000,000;

     (7)  make  any  change  in  the  size  or  number  of authorized directors;

     (8)  repurchase  any  of  the  Corporation's  Common  Stock;

     (9)  sell, convey or otherwise dispose of, or create or incur any mortgage,
          lien,  charge  or encumbrance on or security interest in or pledge of,
          or  sell  and  leaseback,  all or substantially all of the property or
          business  of  the  Corporation  or  more  than 50% of the stock of the
          Corporation;

     (10) make any payment of dividends or other distributions or any redemption
          or  repurchase  of  common  stock  or  options or warrants to purchase
          common  stock  of  the  Corporation;  or

     (11) make  any  sale  of  additional  Preferred  Stock.

(7)  Reissuance. No share or shares of Class A Convertible Preferred acquired by
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     the  Corporation  by  reason  of  conversion  or  otherwise  shall


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     be  reissued  as  Class  A  Convertible  Preferred,  and  all  such  shares
     thereafter  shall  be  returned  to the status of undesignated and unissued
     shares  of  Class  A  Preferred  Stock  of  the  Corporation.

(8)  Directors.  The  holders  of Class A Convertible Preferred and Common Stock
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     voting  together  as  one  combined  class  shall  be entitled to elect the
     directors comprising the Board of Directors (and to fill any vacancies with
     respect  thereto).


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