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                                                                     Exhibit 3.5

                                 SECOND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       BOBBY ALLISON WIRELESS CORPORATION



                  It is hereby certified that:

                  FIRST: The present name of the corporation is BOBBY ALLISON
WIRELESS CORPORATION (hereinafter called the "Corporation"), which is the name
under which the Corporation was originally incorporated; and the date of filing
of the Corporation's original Articles of Incorporation with the Department of
State of the State of Florida was April 19, 1996. The Articles of Incorporation
were amended and restated on December 1, 1998 and subsequently amended on each
of December 28, 1998, March 1, 1999, July 5, 1999 and August 11, 1999.

                  SECOND: The provisions of the Articles of Incorporation of the
Corporation are hereby restated and integrated into the single instrument which
is hereinafter set forth, and which is entitled Second Restated Articles of
Incorporation of Bobby Allison Wireless Corporation, which instrument supersedes
the Corporation's original Articles of Incorporation and all amendments thereto.

                  THIRD: The restatement of the Articles of Incorporation have
been duly adopted in accordance with the provisions of Sections 607.1003,
607.1006 and 607.1007 of the Florida Act.

                  FOURTH:  The Articles of Incorporation are hereby restated as
follows:




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                                 SECOND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       BOBBY ALLISON WIRELESS CORPORATION


                                ARTICLE I - NAME

                  The name of the corporation is Bobby Allison Wireless
Corporation (the "Corporation").

                              ARTICLE II - DURATION

                  The Corporation shall have a perpetual existence which
commenced on the date of filing of the Corporation's original Articles of
Incorporation.

                              ARTICLE III - PURPOSE

                  The purpose for which the Corporation is organized is to
engage in any lawful act or activity for which corporations may be organized
under the Florida Business Corporation Act.

                           ARTICLE IV - CAPITALIZATION

         4.1      AUTHORIZED CAPITAL.

         (a) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 25,000,320 shares, consisting of
(a) 320 shares of Preferred Stock, par value $1.00 per share (the "PREFERRED
STOCK"), 20 shares of which are hereby designated as 7.5% Series A Convertible
Preferred Stock (the "SERIES A PREFERRED STOCK"), 50 shares of which are hereby
designated as 7.5% Series B Convertible Preferred Stock ( the "SERIES B
PREFERRED STOCK"), and 250 shares of which are hereby designated as Series C
Convertible Preferred Stock ( the "SERIES C PREFERRED STOCK") and (b) 25,000,000
shares of Common Stock, par value $.01 per share (the "COMMON STOCK").

         (b) All capitalized terms used in this Article IV, to the extent not
otherwise defined, shall have the meanings ascribed to them in Section 4.2 of
this Article IV.

         (c) The designations, powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations and
restrictions of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and the Common Stock are as set forth in this Article IV.


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         4.2      SERIES A PREFERRED STOCK, SERIES B PREFERRED STOCK AND
SERIES C PREFERRED STOCK.

         (a) CERTAIN DEFINITIONS. Unless the context otherwise requires, for
purposes of this Section 4.2(a), the terms defined in this Section 4.2(a) shall
have the meanings herein specified (with terms defined in the singular having
comparable meanings when used in the plural).

                  "CONVERSION VALUE" shall mean (i) in the case of Series A
         Preferred Stock, the quotient of the Series A Initial Purchase Price
         divided by the Series A Conversion Rate; (ii) in the case of Series B
         Preferred Stock, the quotient of the Series B Initial Purchase Price
         divided by the Series B Conversion Rate; (iii) in the case of Series C
         Preferred Stock, the quotient of the Series C Initial Purchase Price
         divided by the Series C Conversion Rate; and (iv) in the case of any
         other series of preferred stock, the quotient of the initial purchase
         price of such series divided by the conversion rate of such series of
         preferred stock.

                  "DELINQUENT REDEMPTION PRICE" shall mean, with respect to each
         share of Preferred Stock, the Series A Initial Purchase Price, Series B
         Initial Purchase Price, or Series C Initial Purchase Price, as
         applicable, plus an amount thereon accruing from the applicable
         Mandatory Redemption Date at an annual rate equal to eight percent
         (8%).

                  "DISPOSITION PROCEEDS" shall have the meaning set forth in
         Section 4.2 (c)(iii).

                  "SERIES A INITIAL ISSUE DATE" shall mean, with respect to each
         separate certificate issued, the date that such certificate
         representing shares of Series A Preferred Stock is issued.

                  "SERIES B INITIAL ISSUE DATE" shall mean, with respect to each
         separate certificate issued, the date that such certificate
         representing shares of Series B Preferred Stock is issued.

                  "SERIES C INITIAL ISSUE DATE" shall mean, with respect to each
         separate certificate issued, the date that such certificate
         representing shares of Series C Preferred Stock is issued.

                  "SERIES A INITIAL PURCHASE PRICE" shall mean $25,000 per share
         (adjusted for stock dividends, stock splits, reverse stock splits,
         combinations and the like).

                  "SERIES B INITIAL PURCHASE PRICE" shall mean $25,000 per share
         (adjusted for stock dividends, stock splits, reverse stock splits,
         combinations and the like).

                  "SERIES C INITIAL PURCHASE PRICE" shall mean $25,000 per share
         (adjusted for stock dividends, stock splits, reverse stock splits,
         combinations and the like).

                  "SERIES A LIQUIDATION PREFERENCE" shall have the meaning set
         forth in Section 4.2(c)(iii) hereof.



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                  "SERIES B/C LIQUIDATION PREFERENCE" shall have the meaning set
         forth in Section 4.2(c)(iv) hereof.

                  "SERIES A REDEMPTION PRICE" shall mean, with respect to each
         share of Series A Preferred Stock, the Series A Initial Purchase Price
         plus any accumulated but unpaid dividends.

                  "SERIES B REDEMPTION PRICE" shall mean, with respect to each
         share of Series B Preferred Stock, the Series B Initial Purchase Price
         plus any accumulated but unpaid dividends.

                  "SERIES C REDEMPTION PRICE" shall mean, with respect to each
         share of Series C Preferred Stock, the Series C Initial Purchase Price
         plus any accumulated but unpaid dividends.

                  "SUBORDINATE STOCK" shall mean any class or series of capital
         stock of the Corporation, however designated, which is junior in right
         to the Series A Preferred Stock, the Series B Preferred Stock and
         Series C Preferred Stock, including without limitation the Common Stock
         and any preferred stock that is not entitled to receive (i) any
         dividends unless all dividends required to have been paid or declared
         and set apart for payment on the Series A Preferred Stock, the Series B
         Preferred Stock and Series C Preferred Stock shall have been so paid or
         declared and set apart for payment; or (ii) any assets upon
         liquidation, dissolution or winding up of the affairs of the
         Corporation until the Series A Preferred Stock, the Series B Preferred
         Stock and Series C Preferred Stock shall have received the entire
         amount to which such stock is entitled upon such liquidation,
         dissolution or winding up in accordance with Section 4.2(c) below.

         (b) DIVIDENDS. The holders of the Series A Preferred Stock and Series B
Preferred Stock shall be entitled to receive out of funds legally available
therefor, dividends at the annual rate of seven and one-half percent (7.5%)
based on the Series A Initial Purchase Price and the Series B Initial Purchase
Price, as applicable. The holders of the Series C Preferred Stock shall be
entitled to receive out of funds legally available therefor, dividends at an
annual rate of seven percent (7%) based upon the Series C Initial Purchase
Price. Dividends on the Series A Preferred Stock and the Series B Preferred
Stock shall accrue on a daily basis and shall be payable in cash semi-annually
on January 1 and July 1 of each year for so long as any Series A Preferred Stock
or Series B Preferred Stock remains outstanding. Dividends on the Series C
Preferred Stock shall accrue on a daily basis and shall be payable in cash
semi-annually on April 1 and October 1 of each year for so long as any Series C
Preferred Stock remains outstanding. Dividends on the Preferred Stock,
including, without limitations, any accrued and unpaid dividends and liquidating
distributions, shall be paid before any dividends or other distributions shall
be declared or paid or set aside for payment on any Subordinate Stock; provided,
further, that any such dividends shall be paid on the Series A Preferred Stock
and Series B Preferred Stock before any dividends or other distributions shall
be declared or paid or set aside for payment on any Series C Preferred Stock.


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              (c) DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP.

                           (i) The Corporation shall deliver to each holder of
                  Preferred Stock notice of any "DISPOSITION" (as defined in
                  Section 4.2(c)(ii)) at least 90 days prior to such event,
                  which notice shall state all material facts and common terms
                  relating to such Disposition, including, without limitation,
                  (1) the nature of such Disposition, including, without
                  limitation, the amount, terms and conditions of payment to the
                  holders of the Series A Preferred Stock, Series B Preferred
                  Stock and Series C Preferred Stock and the holders of Common
                  Stock in connection with such Disposition; (2) the date on
                  which such Disposition shall occur; and (3) the procedures
                  that must be followed (and the latest date that such
                  procedures must be completed) in order for such holder to
                  effect a conversion of shares of Preferred Stock into shares
                  of Common Stock, if such a conversion is so desired.

                           (ii) The following events shall be considered a
                  Disposition under this Section 4.2:

                                    (1) any consolidation or merger of the
                  Corporation with or into any other corporation or other entity
                  or person, or any other corporate reorganization, in which the
                  stockholders of the Corporation immediately prior to such
                  consolidation, merger or reorganization, own less than 50% of
                  the Corporation's voting power immediately after such
                  consolidation, merger or reorganization, or any transaction or
                  series of related transactions in which in excess of 50% of
                  the Corporation's voting power is transferred;

                                    (2) a sale, lease or other disposition of
                  all or substantially all of the assets of the Corporation; or

                                    (3) any voluntary or involuntary
                  liquidation, dissolution or other winding up of the affairs of
                  the Corporation.

                           (iii) In the event of any such Disposition, before
                  any payment or distribution shall be made to the holders of
                  the Series B Preferred Stock, the Series C Preferred Stock,
                  the Common Stock or any other Subordinate Stock, the holders
                  of Series A Preferred Stock shall be entitled to be paid out
                  of the proceeds of such Disposition received by the
                  Corporation (the "DISPOSITION PROCEEDS") in cash, or, if the
                  Corporation does not have sufficient cash on hand to pay such
                  amounts, property of the Corporation at its fair market value
                  as determined by the Board of Directors, an amount (the
                  "SERIES A LIQUIDATION PREFERENCE") equal to the Series A
                  Initial Purchase Price plus any accrued but unpaid dividends.
                  If upon any such Disposition, the remaining assets of the
                  Corporation available for distribution to its shareholders
                  shall be insufficient to pay the holders of the Series A
                  Preferred Stock the full amount of the Series A Liquidation
                  Preference, the holders of the Series A Preferred Stock



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                  shall share ratably among themselves in any distribution of
                  the remaining assets and funds of the Corporation in
                  proportion to the respective amounts that would otherwise be
                  payable in respect of the shares held by them upon such
                  distribution if all amounts payable on or with respect to such
                  shares were paid in full.

                           (iv) In the event of any such Disposition, after the
                  full amount of the Series A Liquidation Preference has been
                  paid to the holders of the Series A Preferred Stock and before
                  any payment or distribution shall be made to the holders of
                  the Common Stock or any other Subordinate Stock, the holders
                  of Series B Preferred Stock and Series C Preferred Stock shall
                  be entitled to be paid ratably without preference out of the
                  Disposition Proceeds in cash, or, if the Corporation does not
                  have sufficient cash on hand to pay such amounts, property of
                  the Corporation at its fair market value as determined by the
                  Board of Directors, an amount (the "SERIES B/C LIQUIDATION
                  PREFERENCE") equal to the Series B Initial Purchase Price and
                  Series C Initial Purchase Price, respectively, plus any
                  accrued but unpaid dividends. If upon any such Disposition,
                  the remaining assets of the Corporation available for
                  distribution to its shareholders shall be insufficient to pay
                  the holders of the Series B Preferred Stock and Series C
                  Preferred Stock the full amount of the Series B/C Liquidation
                  Preference, the holders of the Series B Preferred Stock and
                  Series C Preferred Stock shall share ratably without
                  preference among themselves in any distribution of the
                  remaining assets and funds of the Corporation in proportion to
                  the respective amounts that would otherwise be payable in
                  respect of the shares held by them upon such distribution if
                  all amounts payable on or with respect to such shares were
                  paid in full.

                  (d) CONVERSION RIGHTS.

                           (i) CONVERSION AT THE OPTION OF THE HOLDER.

                                    (1) The holders of the Preferred Stock shall
                  have the right, at their option, to convert shares of
                  Preferred Stock into shares of Common Stock of the Corporation
                  at any time and from time to time, without the payment of
                  additional consideration, into, with respect to each share of
                  Series A Preferred Stock and each share of Series B Preferred
                  Stock, four thousand one hundred sixty-six (4,166) shares of
                  fully paid and nonassessable shares of Common Stock and, with
                  respect to each share of Series C Preferred Stock, two
                  thousand five hundred (2,500) shares of fully paid and
                  nonassessable shares of Common Stock (the applicable
                  conversion rate of each of the Series A Preferred Stock, the
                  Series B Preferred Stock and the Series C Preferred Stock
                  being hereinafter referred to in each instance as the
                  "CONVERSION RATE"). For purposes of this Section 4.2, the
                  Conversion Rate shall be subject to adjustment as provided in
                  Section 4.2(d)(ii)(2) and 4.2(d)(ii)(3) below.

                                    (2) The Corporation shall not issue, in
                  connection with the conversion of shares of Preferred Stock,
                  certificates for fractional shares, but in lieu



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                  thereof shall pay to any person who would otherwise be
                  entitled thereto an amount of cash equal to such fraction
                  multiplied by the greater of (i) fair value of one share of
                  Common Stock, as determined by the Board of Directors, whose
                  determination shall be conclusive or (ii) the applicable
                  Conversion Value.

                                    (3) In order for any holder of shares of
                  Preferred Stock to convert the same into Common Stock, such
                  holder shall surrender the certificate or certificate
                  therefor, duly endorsed, at the office of the Corporation and
                  shall give written notice to the Corporation that such holder
                  elects to convert all or part of the shares represented by the
                  certificate or certificates and shall state in writing therein
                  the name or names in which such holder desires the certificate
                  or certificates for Common Stock to be issued. The Corporation
                  shall, as soon as practicable thereafter, issue and deliver to
                  such holder of shares of Preferred Stock, or to such holder's
                  nominee or nominees, certificates for the full number of
                  shares of Common Stock to which such holder shall be entitled
                  as aforesaid. Shares of Preferred Stock shall be deemed to
                  have been converted as of the date of the surrender of such
                  shares for conversion as provided above, and the person or
                  persons entitled to receive Common Stock issuable upon such
                  conversion shall be treated for all purposes as the record
                  holder or holders of such Common Stock on such date.

                                    (4) If a holder converts shares of Preferred
                  Stock, the Corporation shall pay any documentary stamp tax or
                  similar issue, excise or transfer tax due on the issue of
                  shares of Common Stock upon the conversion; PROVIDED, HOWEVER,
                  that the holder shall pay any such tax that is due because the
                  shares are issued in a name other than the holder's name
                  pursuant to Section 4.2(d)(i)(4).

                           (ii) CERTAIN MATTERS WITH RESPECT TO CONVERSION.

                                    (1) The Corporation has reserved and shall
                  continue to reserve out of its authorized but unissued Common
                  Stock or its Common Stock held in treasury sufficient shares
                  of Common Stock to permit the complete and full conversion
                  into Common Stock of the outstanding Preferred Stock. All
                  shares of Common Stock that may be issued upon conversion of
                  Preferred Stock shall be duly authorized, validly issued,
                  fully paid and nonassessable.

                                    (2) The Conversion Rate shall be subject to
                  adjustment as follows:

                                            (a) In case the Corporation shall
                  (i) pay a dividend or make a distribution on its Common Stock
                  in shares of Common Stock of the Corporation, (ii) subdivide
                  or split its outstanding Common Stock, or (iii) combine the
                  outstanding Common Stock into a smaller number of shares, the
                  Conversion Rate following the effective date of such event
                  shall be such number of shares (calculated to the nearest
                  whole share) equal to the product of the applicable Conversion
                  Rate in effect




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                  immediately prior to such adjustment multiplied by a fraction,
                  the numerator of which is the number of shares of Common Stock
                  outstanding immediately after such event and the denominator
                  of which is the number of shares of Common Stock outstanding
                  immediately prior to such event. If the event results in the
                  Conversion Rate including fractional shares, then such
                  fractional share shall be paid in cash at the time of
                  conversion in accordance with Section 4.2(d)(i)(2).

                                            (b) In the event the Corporation at
                  any time or from time to time shall make or issue, or fix a
                  record date for the determination of holders of Common Stock
                  entitled to receive a dividend or other distribution payable
                  in securities of the Corporation other than shares of Common
                  Stock, then and in each such event, provision shall be made so
                  that the holders of Preferred Stock shall receive upon
                  conversion thereof in addition to the number of shares of
                  Common Stock receivable thereupon, the amount of securities of
                  the Corporation that they each would have received had the
                  Preferred Stock been converted into Common Stock on the date
                  of such event and had they each thereafter, during the period
                  from the date of such event to and including the conversion
                  date, retained such securities receivable by them as aforesaid
                  during such period, giving application to all adjustments
                  called for during such period under this Section 4.2 with
                  respect to the rights of the holders of Preferred Stock;
                  PROVIDED, HOWEVER, that no such adjustment shall be made if
                  the holders of Preferred Stock simultaneously receive a
                  dividend or other distribution of such securities as they
                  would have received if all outstanding shares of Preferred
                  Stock had been converted into Common Stock on the date of such
                  event.

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

                                    (3) Adjustments to the Conversion Rate also
                  shall be made for certain dilutive issuances of additional
                  shares of capital stock by the Corporation as set forth in
                  this Section 4.2(d)(ii)(3).




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                                            (a) SPECIAL DEFINITIONS. For
                  purposes of this Section 4.2(d)(ii)(3), the following
                  definitions shall apply:

                                                     (i) "OPTION" shall mean
                          rights, options, warrants or other securities
                          convertible into or exchangeable or exercisable for
                          shares of Common Stock or Preferred Stock.

                                                     (ii) "ADDITIONAL SHARES OF
                          STOCK" shall mean (i) all shares of Common Stock
                          issued by the Corporation after any Series A Initial
                          Issue Date, any Series B Initial Issue Date or any
                          Series C Initial Issue Date for which the
                          consideration per share (determined pursuant to
                          Section 4.2(d)(ii)(3)(c) below) is less than the
                          applicable Conversion Value in effect on the date of,
                          and immediately prior to, the issuance of such
                          Additional Shares of Stock, other than shares of
                          Common Stock issued or issuable:

                                                              (A) upon exercise
                  of any Options outstanding on the date of filing of this
                  Amended and Restated Articles of Incorporation with the
                  Florida Secretary of State ("Filing Date"); PROVIDED, HOWEVER,
                  that if the Corporation, after the Filing Date, amends the
                  exercise price or the number of shares covered by any Options
                  outstanding on the Filing Date, then such Options, as so
                  amended, shall be deemed to have been issued after the Filing
                  Date;

                                                              (B) by reason of a
                  dividend, stock split, split-up or other distribution on
                  shares of Common Stock that is covered by Section
                  4.2(d)(ii)(2)(a) above;

                                                              (C) upon exercise
                  of Options granted to employees or directors of, or
                  consultants to, the Corporation pursuant to any stock option
                  plan approved by the Board of Directors of the Corporation and
                  that, in the aggregate, are not exercisable for more than ten
                  percent (10%) of the outstanding Common Stock at such time; or

                                            (b) ADJUSTMENT OF CONVERSION RATE
                  UPON ISSUANCE OF ADDITIONAL SHARES OF STOCK. In the event the
                  Corporation shall at any time issue one or more Additional
                  Shares of Stock, then and in such event, the Conversion Rate,
                  shall be increased, concurrently with such issuance, to such
                  number of shares of Common Stock (calculated to the nearest
                  whole share) determined by multiplying the Conversion Rate
                  then in effect by a fraction:

                                                     (i) the denominator of
                           which shall be (1) the number of shares of Common
                           Stock outstanding immediately prior to such issue
                           plus (2) the number of shares of Common Stock that
                           the aggregate consideration received or to be
                           received by the Corporation for the total




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                           number of Additional Shares of Stock so issued would
                           purchase at the applicable Conversion Value; and

                                                     (ii) the numerator of which
                           shall be the number of shares of Common Stock
                           outstanding immediately prior to such issue plus the
                           number of such Additional Shares of Stock so issued.

                                            (c) DETERMINATION OF CONSIDERATION.
                           For purposes of this Section 4.2(d)(ii)(3)(c), the
                           consideration per share received by the Corporation
                           for the issue of any Additional Shares of Stock shall
                           be computed as follows:

                                                     (i) in case of the issuance
                           of shares of Common Stock for cash, the consideration
                           shall be the amount of such cash, provided that in no
                           case shall any deduction be made for any commission,
                           discounts or other expenses incurred by the
                           Corporation for any underwriting of the issue or
                           otherwise in connection therewith;

                                                     (ii) in the case of the
                           issuance of shares of Common Stock for a
                           consideration in whole or in part other than cash,
                           the consideration other than cash shall be deemed to
                           be the fair market value thereof as determined by the
                           Board of Directors in its reasonable judgment
                           exercised in good faith (irrespective of the
                           accounting treatment thereof); and

                                                     (iii) in the case of the
                           issuance of Options, the aggregate consideration
                           received therefor shall be deemed to be the
                           consideration received by the Corporation for the
                           issuance of such Options plus the additional minimum
                           consideration, if any, to be received by the
                           Corporation upon the conversion or exchange or
                           exercise thereof (the consideration in each case to
                           be determined in the same manner as provided in
                           clauses (i) and (ii) of this Section
                           4.2(d)(ii)(3)(c)).

                                    (4) Whenever the number of shares of Common
                  Stock into which each share of Preferred Stock is convertible
                  is adjusted, the Corporation shall promptly mail to holders of
                  the Preferred Stock, first class, postage prepaid, a notice of
                  the adjustment. The Corporation shall file with the transfer
                  agent, if any, for the Preferred Stock a certificate from the
                  Corporation's independent public accountants briefly stating
                  the facts requiring the adjustment and the manner of computing
                  it. Subject to Section 4.2(d)(ii)(10) below, the certificate
                  shall be conclusive evidence that the adjustment is correct.

                                    (5) The adjustments herein provided for
                  shall be made successively when the event giving rise to such
                  adjustment occurs and shall become effective


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                  immediately following the record date for any event for which
                  a record date is designated and on the effective date for any
                  other event.

                                    (6) Shares of Preferred Stock that have been
                  converted as provided herein shall revert to the status of
                  authorized but unissued shares of Preferred Stock.

                                    (7) In any case in which this Section
                  4.2(d)(ii) shall require that an adjustment as a result of any
                  event become effective from and after a record date, the
                  Corporation may elect to defer until after the occurrence of
                  such event (a) the issuance to the holder of any shares of
                  Preferred Stock converted after such record date and before
                  the occurrence of such event of the additional shares of
                  Common Stock issuable upon such conversion over and above the
                  shares issuable immediately prior to adjustment; and (b) the
                  delivery of a check for any remaining fractional shares as
                  provided in Section 4.2(d)(i)(3) above.

                                    (8) Except as provided in the immediately
                  following sentence, any determination that the Corporation or
                  its Board of Directors must make pursuant to this Section
                  4.2(d)(ii) shall be conclusive. Whenever the Corporation or
                  its Board of Directors shall be required to make a
                  determination under this Section 4.2(d)(ii), such
                  determination shall be made in good faith and may be
                  challenged in good faith by the holders of a majority of each
                  affected series of Preferred Stock, as applicable, and any
                  dispute shall be resolved promptly (and in no event later than
                  90 days after any challenge), at the Corporation's expense, by
                  an independent public accounting firm selected by the
                  Corporation and acceptable to such holders of such Preferred
                  Stock. Any such determination shall be deemed approved if the
                  requisite holders have not notified the Corporation of any
                  challenge within 30 days after receiving notice (including a
                  statement in reasonable detail of the bases therefor) of such
                  determination.

                  (e) REDEMPTION BY THE CORPORATION.

                           (i) MANDATORY REDEMPTION. To the extent the
                  Corporation shall have funds legally available for such
                  payment, the Corporation shall redeem each share of Series A
                  Preferred Stock and each share of Series B Preferred Stock on
                  each date which is five (5) years after the Series A Initial
                  Issue Date and the Series B Initial Issue Date (the "Mandatory
                  Redemption Date"). Payment shall be made in immediately
                  available funds payable to the holder on the Mandatory
                  Redemption Date. Any payment made after the Mandatory
                  Redemption Date shall be at the Delinquent Redemption Price.

                           (ii) VOLUNTARY REDEMPTION BY LOT. To the extent the
                  Corporation shall have funds legally available for such
                  payment, the Board of Directors, may, in its sole



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                  and absolute discretion, at any time and from time to time,
                  cause the Corporation to redeem BY LOT, or such other
                  reasonable method as the Board of Directors shall direct, any
                  one or more series or portion of any series of Preferred
                  Stock.

                           (iii) EFFECT OF REDEMPTION. Shares of Preferred Stock
                  that have been issued and converted or reacquired in any
                  manner, including as a result of redemption, shall revert to
                  the status of authorized and unissued shares of Preferred
                  Stock, and may be redesignated and reissued as part of any
                  series of Preferred Stock of the Corporation.

         (f) VOTING RIGHTS. Except as otherwise set forth in this Section 4.2(f)
or as otherwise required by law, no share of Preferred Stock issued and
outstanding shall have the right to vote on any matters presented to the holders
of the Common Stock for vote.

                           (i) In addition to any vote or consent of
                  shareholders or directors required by law or these Amended and
                  Restated Articles of Incorporation, so long as any Preferred
                  Stock remains outstanding, the consent of the holders of such
                  Preferred Stock shall be necessary for (a) effecting,
                  validating or permitting any amendment, alteration or repeal
                  of any of the provisions of these Amended and Restated
                  Articles of Incorporation of the Corporation affecting the
                  rights of such series of Preferred Stock contained herein, or
                  (b) any agreement to do any of the foregoing.

                           (ii) The vote of the holders of the Series A
                  Preferred Stock shall be necessary for validating or
                  permitting any authorization, issuance, creation or increase
                  in the authorized shares of any class or series of equity
                  security of the Corporation ranking senior to or in parity
                  with the Series A Preferred Stock or the issuance of any debt
                  securities. Debt securities shall not mean commercial debt
                  incurred in the ordinary course of business.

                           (iii)(1) The holders of Series B Preferred Stock,
                  voting as single class, shall have the right to elect
                  one-third (1/3) of the members of the Board of Directors of
                  the Corporation (the "SERIES B DIRECTORS") rounded up or down
                  to the nearest whole number. If any of the Series B Directors
                  shall cease to serve as a director before his or her term
                  shall expire, the holders of Series B Preferred Stock, then
                  outstanding may, at a special meeting of the holders or by the
                  written consent, elect a successor to hold office for the
                  unexpired term of the such Series B Director.

                           (2) The vote of the holders of Series B Preferred
                  Stock shall be necessary for validating or permitting any
                  authorization, issuance, creation or increase in the
                  authorized shares of any class or series of equity security of
                  the Corporation ranking senior to or in parity with the Series
                  B Preferred Stock or the issuance of any debt securities. Debt
                  securities shall not mean commercial debt incurred in the
                  ordinary course of business.



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<PAGE>   13



                           (iv) The vote of the holders of the Series C
                  Preferred Stock shall be necessary for validating or
                  permitting any authorization, issuance, creation or increase
                  in the authorized shares of any class or series of equity
                  security of the Corporation ranking senior to or in parity
                  with the Series C Preferred Stock or the issuance of any debt
                  securities. Debt securities shall not mean commercial debt
                  incurred in the ordinary course of business.

                           (v) The rights of the holders of the Preferred Stock
                  set forth in this Section 4.2(f) may be exercised by either
                  the vote at a special meeting of the holders of each series of
                  Preferred Stock at any annual meeting of stockholders held for
                  the purpose of electing directors or by the written consent of
                  the holders of such Preferred Stock, as applicable.

                           (vi) In the event of the failure of the Corporation
                  to pay any dividend as required by Section 4.2(b) or any
                  redemption as required by Section 4.2(e), then such failure
                  shall cause all of the shares of that series of Preferred
                  Stock to automatically, and without any action on the part of
                  any holder of such series of Preferred Stock, become fully
                  voting Preferred Stock (as if fully converted into Common
                  Stock) on all matters upon which the Common Stock may vote.
                  Such Preferred Stock will still have preferential voting
                  rights on the matters referred to in this Section 4.2(f).

                  (g) MISCELLANEOUS.

                           (i) HEADINGS OF SECTIONS. The headings of the various
                  subdivisions hereof are for convenience of reference only and
                  shall not affect the interpretation of any of the provisions
                  hereof.

                           (ii) SEVERABILITY OF PROVISIONS. If any voting
                  powers, preferences and relative, participating, optional and
                  other special rights of the Preferred Stock and
                  qualifications, limitations and restrictions thereof set forth
                  herein (as may be amended from time to time) is invalid,
                  unlawful or incapable of being enforced by reason of any rule
                  of law or public policy, all other voting powers, preferences
                  and relative, participating, optional and other special rights
                  of Preferred Stock and qualifications, limitations and
                  restrictions thereof set forth herein (as so amended) that can
                  be given effect without the invalid, unlawful or unenforceable
                  voting powers, preferences and relative, participating,
                  optional and other special rights of Preferred Stock and
                  qualifications, limitations and restrictions thereof shall,
                  nevertheless, remain in full force and effect, and no voting
                  powers, preferences and relative, participating, optional or
                  other special rights of Preferred Stock and qualifications,
                  limitations and restrictions thereof herein set forth shall be
                  deemed dependent upon any other such voting powers,
                  preferences and relative, participating, optional or other
                  special rights of Preferred Stock and qualifications,
                  limitations and restrictions thereof unless so expressed
                  herein.


                                       13


<PAGE>   14



         4.2 COMMON STOCK.

                  (a) Each holder of shares of Common Stock shall be entitled to
one vote for each share of Common Stock held on all matters as to which holders
of Common Stock shall be entitled to vote.

                  (b) Any member of the Board of Directors of the Corporation
selected by the holders of a majority of all classes of stock of the Corporation
entitled to vote thereon may be removed only by the holders of a majority of
such classes of stock of the Corporation voting as a single class. In the event
of a vacancy on the Board of Directors of any of the directors elected by the
holders of a majority of all classes of stock of the Corporation entitled to
vote thereon, the holders of a majority of all classes of stock of the
Corporation voting as a single class will have the immediate right to designate
a successor to fill that vacancy.

                  (c) Each share of Common Stock issued and outstanding shall be
identical in all respects, one with the other, and no dividends shall be paid on
any shares of Common Stock unless the same dividend is paid on all shares of
Common Stock outstanding at the time of such payment. Except for and subject to
those rights expressly granted to the holders of the Preferred Stock, or except
as may be provided by the laws of the State of Florida, the holders of Common
Stock shall have exclusively all other rights of stockholders including, but not
by way of limitation, (1) the right to receive dividends, when and as declared
by the Board of Directors of the Corporation out of assets lawfully available
therefor, and (2) in the event of any distribution of assets upon liquidation,
dissolution or winding-up of the Corporation or otherwise, the right to receive
pro rata all the assets and funds of the Corporation remaining after the payment
to the holders of the Preferred Stock of the specific amounts which they are
entitled to receive upon such liquidation, dissolution or winding-up of the
Corporation as herein provided.

          ARTICLE V - REGISTERED OFFICE AND AGENT AND CORPORATE ADDRESS

                  The address of the Corporation's registered office in the
State of Florida is 315 South Hyde Park Avenue, Tampa, Florida 33606, and the
name of the Corporation's registered agent at such address is Christopher H.
Norman, Esq. The principal place of business of the Corporation is 2055 Lake
Avenue, S.E., Suite A, Largo, Florida 33771.

                         ARTICLE VI - BOARD OF DIRECTORS

                  The affairs of the Corporation shall be managed by a Board of
Directors. The number of directors may be increased from time to time in the
manner provided by the By-Laws, but shall never be less than one nor more than
nine. The election of directors shall be done in accordance with Section
4.2(f)(iii)(1) and Section 4.3 of these Amended and Restated Articles of
Incorporation.


                                       14


<PAGE>   15



                              ARTICLE VII - BY-LAWS

                  The By-Laws of the Corporation may be adopted, altered,
amended or repealed by either the stockholders or directors as permitted by the
By-Laws.

                         ARTICLE VIII - INDEMNIFICATION

                  The Corporation shall indemnify and hold harmless any
director, officer, employee or agent of the Corporation from and against any and
all expenses and liabilities that may be imposed upon or incurred by him or her
in connection with, or as a result of, any proceeding in which he or she may
become involved, as a party or otherwise, by reason of the fact that he or she
is or was such a director, officer, employee or agent of the Corporation,
whether or not he or she continues to be such at the time such expenses and
liabilities shall have been imposed or incurred, to the extent permitted by the
laws of the State of Florida, as they may be amended from time to time.

                             ARTICLE IX - AMENDMENT

                  The Corporation reserves the right to amend or repeal any
provisions contained in these Amended and Restated Articles of Incorporation, in
accordance with the provisions of the General Corporation Act of the State of
Florida.

                    ARTICLE X - BOOKS, OFFICES AND ELECTIONS

                  Except as otherwise required by the laws of the State of
Florida, the stockholders and directors shall have the power to hold their
meetings and to keep the books, documents and papers of the corporation outside
of the State of Florida, and the Corporation shall have the power to have one or
more offices within or without the State of Florida, at such places as may be
from time to time designated by the By-laws or by resolution of the stockholders
or directors. Elections of directors need not be by ballot unless the By-laws of
the Corporation shall so provide.

                           ARTICLE XI - BREACH OF DUTY

                  Except as otherwise provided by the laws of the State of
Florida, as they may be amended from time to time, a director of the Corporation
shall not have personal liability to the Corporation or to any of the
Corporation's stockholders for monetary damages for breach of fiduciary duty as
a director of the Corporation.


                                       15


<PAGE>   16


IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of August, 1999.



                                                  /s/ Robert L. McGinnis
                                                  -----------------------------
                                                  Robert L. McGinnis
                                                  Chairman of the Board

Attest:


/s/ James L. Ralph
-----------------------------
James L. Ralph, Secretary


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