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                                                                    EXHIBIT 3.03

                         FIREARMS TRAINING SYSTEMS, INC.

             CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK
                 SETTING FORTH THE POWERS, PREFERENCES, RIGHTS,
                  QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS
                        OF SUCH SERIES OF PREFERRED STOCK

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


         FIREARMS TRAINING SYSTEMS, INC. (hereinafter referred to as the
"Corporation"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of
Section 151 of the General Corporation Law of the State of Delaware, as amended
(the "Delaware Code"), DOES HEREBY CERTIFY THAT, pursuant to authority conferred
by Article Fourth of the Restated Certificate of Incorporation of the
Corporation, the Board of Directors of the Corporation has adopted a resolution
providing for the issuance of a series of preferred stock of the Corporation
consisting of 38,000 shares designated "Series A Preferred Stock", which
resolution is as follows:

                  RESOLVED, that pursuant to the authority vested in the Board
         of Directors of Firearms Training Systems, Inc., a Delaware corporation
         (the "Corporation"), by Article Fourth of the Restated Certificate of
         Incorporation of the Corporation, the Board does hereby create, provide
         for and approve a series of preferred stock, par value $.10 per share,
         of the Corporation (the "Preferred Stock") to be designated "Series A
         Preferred Stock" (such series being herein called the "Series A
         Preferred Stock"), consisting of 38,000 shares of the presently
         authorized but unissued shares of Preferred Stock, and does hereby fix
         and herein state and express the designations, powers, preferences and
         relative, participating, optional and other special rights,


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         and the qualifications, limitations and restrictions of the Series A
         Preferred Stock as follows:

         Section 1.  Dividends.

         (a)      The holders of shares of Series A Preferred Stock shall be
entitled to receive cumulative dividends on the shares of Series A Preferred
Stock from their date of issue at the rate of 8% of the liquidation preference
per share per year (subject to increase during the continuance of a Restriction
Event as provided in Section 3 hereof), payable quarterly on the last day of
each of March, June, September and December (each, a "Quarterly Dividend Payment
Date"), commencing December 31, 1998 (except that if any such date is a
Saturday, Sunday or legal holiday, then such dividend shall be payable on the
next day that is not a Saturday, Sunday or legal holiday), in each year with
respect to the quarterly dividend period (or portion thereof) ending on such
Quarterly Dividend Payment Date. Such dividends shall be payable in Units (as
hereinafter defined) at the rate of one Unit (or fraction thereof) for each $165
of dividends payable (except that the Corporation may pay cash in lieu of any
fractional Units). The amount of dividends payable for the initial dividend
period and any period shorter than a full quarterly dividend period shall be
computed on a pro rata basis, based on the number of days elapsed on the basis
of a 360-day year comprised of twelve 30-day months. As used herein, a "Unit"
refers to a unit of securities comprised of one share of Series A Preferred
Stock and a non-detachable warrant ("Warrant") to purchase one hundred and sixty
(160) shares of common stock of the Corporation on the terms (including price)
set forth in the form of Warrant attached as an exhibit to the Securities
Purchase Agreement, dated as of November 13, 1998, among the Corporation and the
initial purchasers of the Series A Preferred Stock (the "Purchase Agreement").

         (b)      On each Quarterly Dividend Payment Date, all dividends which
shall have accrued on each share of Series A Preferred Stock outstanding on (and
on each share of Series A Preferred Stock issuable in respect of accrued and
unpaid dividends that should, pursuant to the provisions of this


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Certificate of Designations, have been declared and paid prior to) such date
shall accumulate and shall be deemed to have become due. Dividends on due but
unpaid dividends shall be declared and paid at the rate of 10% per annum of the
liquidation preference per share from the Quarterly Dividend Payment Date with
respect to which such dividend was not paid until such date as such dividend is
paid and issued and, from and after the date of payment, the shares issued shall
accrue cumulative dividends at the rate of 8% of the liquidation preference per
share per year (subject to increase as provided in Section 3 hereof), in each
case, payable quarterly in Units as hereinabove set forth.

         (c)      No dividends or other distributions, other than dividends
payable solely in shares of common stock or other capital stock of the
Corporation ranking (upon liquidation and winding-up, as to dividends and as to
any other distribution of assets other than by way of dividends) junior to the
Series A Preferred Stock, shall be paid, or declared and set apart for payment
by the Corporation in respect of any shares of capital stock of the Corporation
ranking (upon liquidation and winding-up, as to dividends or as to any other
distribution of assets) junior to or on a parity with the Series A Preferred
Stock, and no purchase, redemption or other acquisition shall be made by the
Corporation or any of its subsidiaries of any shares of such junior or parity
stock, unless and until all accrued and unpaid dividends on the Series A
Preferred Stock, including the full dividend for the then current dividend
period, shall have been declared and paid.

         (d)      The Corporation covenants that it will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Series A Preferred Stock and common stock, for
the purpose of paying dividends on the Series A Preferred Stock, the full number
of shares of Series A Preferred Stock issuable and, subject to Section 6.4 of
the Purchase Agreement, the full number of shares of common stock issuable upon
exercise of all Warrants issuable, if all dividends from the date hereof through
and including November 13, 2003 were paid in Units at


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the rate that would apply if a Restriction Event had occurred and was
continuing, which number as of the date hereof is 29,794 shares of Series A
Preferred Stock and 4,767,040 shares of Class B Non-voting Common Stock (the
"Required Class B Shares") (which shares of Class B Non-voting Common Stock
shall be convertible at the option of the holders thereof into a like number of
shares of the Corporation's Class A Common Stock, which shares of Class A Common
Stock shall likewise be reserved and kept available).

         (e)      The Corporation shall pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
Units or shares of common stock upon exercise of Warrants, in respect of
dividends on the Series A Preferred Stock pursuant hereto.

         Section 2.  Voting Rights.

         In addition to any voting rights provided by law, the holders of shares
of Series A Preferred Stock shall have the following voting rights:

         (a)      So long as any shares of Series A Preferred Stock are
outstanding, subject to the provisions of Section 275(c) of the Delaware Code,
the Corporation shall not, without consent of the holders of at least a majority
of the number of shares of Series A Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or by vote at a special meeting
called for the purpose, enter into any plan of complete liquidation or
dissolution or otherwise effect the voluntary liquidation, dissolution or
winding up of the Corporation unless (i) the Corporation gives the holders of
the Series A Preferred Stock not less than 30 days prior written notice of such
plan and (ii) as a result of such liquidation, dissolution or winding-up, the
liquidation preference on the Series A Preferred Stock is satisfied in full
pursuant to Section 4 herein.

         (b)      Except as otherwise required by applicable law, the consent of
a majority of the number of shares of Series A



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Preferred Stock at the time outstanding, given in person or by proxy, either in
writing or by vote, at a special or annual meeting, shall be necessary to (i)
authorize or issue, or obligate the Corporation to issue, any other capital
stock or security or right convertible or exchangeable for capital stock of the
Corporation that is senior to or on a parity with the Series A Preferred Stock
as to rights upon liquidation and winding-up, as to dividends or as to any other
distribution of assets; (ii) increase the authorized number of shares of Series
A Preferred Stock; (iii) enter any agreement, contract or understanding or
otherwise incur any obligation which by its terms would violate or be in
conflict with the rights of the holders of Series A Preferred Stock hereunder;
(iv) amend or waive any provision of this Certificate of Designations; or (v)
amend any other provision of the certificate of incorporation of the Corporation
as in effect on the date hereof, if such amendment would adversely affect the
rights of the holders of the Series A Preferred Stock in any material respect.

         (c)      Whenever, at any time or times, the Corporation shall default
in its obligation to redeem the Series A Preferred Stock pursuant to and in
accordance with the provisions contained in Sections 5 and 6 of this Certificate
of Designations ("Redemption Defaults"), the holders of Series A Preferred Stock
shall have the exclusive right, voting separately as a class, to elect one
director of the Corporation at the Corporation's next annual meeting of
stockholders and at each subsequent annual meeting of stockholders; provided,
however, that if such voting rights shall become vested more than 90 days or
less than 20 days before the date prescribed for such meeting of stockholders,
thereupon the holders of the shares of Series A Preferred Stock shall be
entitled to exercise their voting rights at a special meeting of the holders of
Series A Preferred Stock as hereinafter set forth. At elections for such
directors, each holder of Series A Preferred Stock shall be entitled to one vote
for each share of Series A Preferred Stock held. Upon the vesting of such right
of the holders of Series A Preferred Stock, the maximum authorized number of
members of the Board



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of Directors of the Corporation shall automatically be increased by one and the
vacancy so created shall be filled by vote of the holders of outstanding Series
A Preferred Stock as hereinabove set forth. The right of holders of Series A
Preferred Stock, voting separately as a class, to elect members of the Board of
Directors as aforesaid shall continue until such time as all Redemption Defaults
shall have been cured, at which time such rights shall terminate, except as
herein or by law expressly provided, subject to revesting in the event of each
and every subsequent Redemption Default. Whenever such voting right shall have
vested, such right may be exercised initially either, as provided above, at a
special meeting of the holders of Series A Preferred Stock called as hereinafter
provided, or at any annual meeting of stockholders held for the purpose of
electing directors, and thereafter at such meetings or by the written consent of
such holders pursuant to Section 228 of the Delaware Code.

         At any time when such voting right shall have vested in the holders of
Series A Preferred Stock entitled to vote thereon, and if such right shall not
already have been initially exercised, an officer of the Corporation shall, upon
the written request of holders of record of 10%, in the aggregate, of the shares
of Series A Preferred Stock then outstanding, addressed to the Chief Financial
Officer of the Corporation, call a special meeting of holders of shares of
Series A Preferred Stock. Such meeting shall be held at the earliest practicable
date upon the notice required for annual meetings of stockholders at the place
for holding annual meetings of stockholders of the Corporation or, if none, at a
place designated by the Chief Financial Officer of the Corporation. If such
meeting shall not be called by the proper officers of the Corporation within 30
days after the personal service of such written request upon the Chief Financial
Officer of the Corporation, or within 30 days after mailing the same within the
United States, by registered mail, addressed to the Chief Financial Officer of
the Corporation at its principal office (such mailing to be evidenced by the
registry receipt issued by the postal authorities), then the holders of record
of 10% of the shares of Series A Preferred



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Stock then outstanding may designate in writing any person to call such meeting
at the expense of the Corporation, and such meeting may be called by such person
so designated upon the notice required for annual meetings of stockholders and
shall be held at the same place as is elsewhere provided in this paragraph. Any
holder of shares of Series A Preferred Stock then outstanding that would be
entitled to vote at such meeting shall have access to the stock record books of
the Corporation for the purpose of causing a meeting of stockholders to be
called pursuant to the provisions of this paragraph. Notwithstanding the
provisions of this paragraph, however, no such special meeting shall be called
or held during a period within 45 days immediately preceding the date fixed for
the next annual meeting of stockholders.

         The directors elected pursuant to this Section 2(c) shall serve until
the next annual meeting or until their respective successors shall be elected
and shall qualify. Any director elected by the holders of Series A Preferred
Stock may be removed by, and shall not be removed otherwise than by, the vote of
the holders of a majority of the outstanding shares of Series A Preferred Stock
who were entitled to participate in such election of directors, voting as a
separate class, at a meeting called for such purpose or by written consent as
permitted by law and the certificate of incorporation and by-laws of the
Corporation. If the office of the director elected by the holders of Series A
Preferred Stock, voting as a class, becomes vacant by reason of death,
resignation, retirement, disqualification or removal from office or otherwise,
such vacancy shall be filled by the holders of Series A Preferred Stock voting
as a class as herein provided. Upon any termination of the right of the holders
of Series A Preferred Stock to vote for directors as herein provided, the term
of office of the director then in office elected by the holders of Series A
Preferred Stock, voting as a class, shall terminate immediately. Whenever the
terms of office of the director elected by the holders of Series A Preferred
Stock, voting as a class, shall so terminate and the special voting powers
vested in the holders of Series A Preferred Stock shall have expired, the number
of



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directors shall be such number as may be provided for pursuant to the by-laws of
the Corporation irrespective of any increase made pursuant to the provisions of
this Section 2(c).

         Section 3.  Certain Restrictions.

         In case of the happening of any of the following events (each a
"Restriction Event"):

                  (a)      the Corporation shall not have redeemed all shares of
         the Series A Preferred Stock when required pursuant to this Certificate
         of Designations or the Corporation breaches in any material respect any
         of its other obligations under this Certificate of Designations or,
         except as provided in clause (b) below, the Purchase Agreement
         (including, without limitation, the registration rights granted with
         respect to the shares of common stock issuable upon exercise of the
         Warrants as contemplated by the Purchase Agreement and the Registration
         Rights Agreement referred to therein), and such breach shall have
         continued for ten (10) days after notice thereof by any holder;

                  (b)      the Corporation shall not have authorized and
         reserved for issuance the Required Class B Shares out of the aggregate
         of its authorized (as set forth in the Corporation's certificate of
         incorporation) but unissued shares of capital stock by the time the
         Corporation was required to do so pursuant to Section 6.4 of the
         Purchase Agreement, and in any event by August 31, 1998;

                  (c)      a default or breach shall occur and be continuing
         under any other agreement, bond, guaranty, document or instrument to
         which the Corporation or any of its subsidiaries is a party relating to
         indebtedness for borrowed money incurred by it which is not cured
         within any applicable grace period, and such default or breach (I)
         involves the failure to make any payment of principal, premium or
         interest when due in respect of such indebtedness or (II) results in
         the acceleration of



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         such indebtedness prior to its express maturity and, in each case the
         principal amount of such indebtedness, together with the principal
         amount of any other indebtedness as to which there has been such a
         payment default or the maturity of which has been accelerated,
         aggregates $2,000,000 or more; or

                  (d)      a case or proceeding shall have been commenced
         against the Corporation seeking a decree or order in respect of the
         Corporation (I) under Title 11 of the United States Code, as now
         constituted or hereafter amended or any other applicable federal, state
         or foreign bankruptcy, insolvency or other similar law for the relief
         or reorganization of debtors, (II) appointing a custodian, receiver,
         liquidator, assignee, trustee or sequestrator (or similar official) for
         the Corporation or of any substantial part of the Corporation's assets
         or (III) ordering the winding-up or liquidation of the affairs of the
         Corporation, and such case or proceeding shall remain undismissed or
         unstayed for sixty (60) days or more or such court shall enter a decree
         or order granting the relief sought in such case or proceeding;

then, until such breach is cured or until such redemption occurs: (A) in the
case of any Restriction Event described in Section 5(a), the dividend rate set
forth in Section 1 shall be increased to 10% per annum, payable quarterly; (B)
in the case of any Restriction Event described in Section 5(b), the dividend
rate set forth in Section 1 shall be increased, retroactively from the date of
the closing under the Purchase Agreement, to 10% per annum, payable quarterly,
and the Corporation shall issue and deliver to the holders of shares of Series A
Preferred Stock all additional Units payable in respect of such retroactive
increase in the dividend rate within five days of the date of such Restriction
Event; and (C) in the case of any other Restriction Event, the Corporation shall
not declare or pay dividends on, or make any other distributions of cash,
properties or securities of the Corporation on or with respect to any shares of,
or redeem or purchase or otherwise acquire for consideration (or make any


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sinking fund, purchase fund or other similar payments in respect of) any shares
of capital stock of the Corporation ranking (upon liquidation and winding-up, as
to dividends or as to any other distribution of assets other than by way of
dividends) junior to or on a parity with the Series A Preferred Stock, provided
that the Corporation may at any time redeem, purchase or otherwise acquire
shares of capital stock ranking on parity with the Series A Preferred Stock in
exchange for shares ranking junior to the Series A Preferred Stock. The
Corporation shall not permit any subsidiary of the Corporation to make any
payment in respect of, or otherwise acquire for consideration, any shares of
capital stock of the Corporation unless the Corporation could, pursuant to this
Section 3, make such payment or acquisition at such time and in such manner.

         Section 4.  Liquidation Preference.

         In the event of a liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of Series A Preferred
Stock shall be entitled to receive out of the assets of the Corporation, whether
such assets are stated capital or surplus of any nature, an amount equal to $165
per share, plus the amount of any accrued and unpaid dividends or distributions
payable pursuant to Section 1 hereinabove. Such payments shall be made before
any payment shall be made or any assets distributed to the holders of any class
or series of the common stock of the Corporation or any other class or series of
the Corporation's capital stock ranking junior as to liquidation rights to the
Series A Preferred Stock. Neither a consolidation, merger or other business
combination of the Corporation's assets for cash, securities or other property
shall be considered a liquidation, dissolution or winding up of the Corporation
for purposes of this Section 4 (unless in connection therewith the liquidation
of the Corporation is specifically approved).



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         Section 5.  Redemption.

         (a)      The Series A Preferred Stock shall not be subject to optional
redemption by the Corporation or the operation of any sinking fund.

         (b)      On November 13, 2003 (the "Redemption Date"), the Corporation
shall redeem all shares of Series A Preferred Stock that are then outstanding
and all shares of Series A Preferred Stock issuable in respect of accrued but
unpaid dividends, in each case, at a redemption price per share equal to the
liquidation preference thereof, payable in cash. Not more than sixty (60) nor
less than thirty (30) days prior to the Redemption Date, notice by first class
mail, postage prepaid, shall be given to each holder of record of the Series A
Preferred Stock, at such holder's address as it shall appear upon the stock
transfer books of the Corporation. Each such notice of redemption shall be
irrevocable and shall specify the date that is the Redemption Date, the
redemption price, the identification of the shares to be redeemed, the place or
places of payment and that payment will be made upon presentation and surrender
of the certificate(s) evidencing the shares of Series A Preferred Stock to be
redeemed. On or after the Redemption Date, each holder of shares of Series A
Preferred Stock shall surrender the certificate evidencing such shares to the
Corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the redemption price in the manner set forth in
the notice. If, on the Redemption Date, funds in cash in an amount sufficient to
pay the aggregate redemption price for all outstanding shares of Series A
Preferred Stock shall be available therefor and shall have been irrevocably set
aside and deposited with a bank or trust company in trust for purposes of
payment of such redemption price, then, notwithstanding that the certificates
evidencing any shares so called for redemption shall not have been surrendered,
the shares shall no longer be deemed outstanding, the holders thereof shall
cease to be stockholders, and all rights whatsoever with respect to the shares
so called for redemption (except the right of the holders to receive the
redemption



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price upon surrender of their certificates therefor) shall terminate. If at the
Redemption Date, the Corporation does not have sufficient funds legally
available to redeem all of the outstanding shares of Series A Preferred Stock,
the Corporation shall take all measures permitted under the Delaware Code to
increase the amount of its capital and surplus legally available, and the
Corporation shall purchase as many shares of Series A Preferred Stock as it may
legally redeem, ratably from the holders thereof in proportion to the number of
shares held by them, and shall thereafter, whenever it shall have funds
available therefor, redeem as many shares of Series A Preferred Stock as it
legally may until it has redeemed all of the outstanding shares of Series A
Preferred Stock. Until such time as the redemption price in respect of all
shares of Series A Preferred Stock shall be paid (or set aside and deposited in
trust for payment) to the holders thereof as aforesaid, the Warrants shall
remain exercisable.

         Section 6.  Change of Control.

         (a)      In the event that any Change of Control (as hereinafter
defined) shall occur at any time and from time to time while any shares of
Series A Preferred Stock are outstanding, each holder of Series A Preferred
Stock shall have the right to give notice that it is exercising a Change of
Control election (a "Change of Control Election"), with respect to all or any
number of such holder's shares of Series A Preferred Stock, during the period
(the "Exercise Period") beginning on the 10th day and ending on the 90th day
after the date of such Change of Control. Upon any such election, the
Corporation shall redeem each of such holder's shares (including shares issuable
in respect of accrued but unpaid dividends) for which such an election is made,
to the extent permitted by applicable law, at a redemption price per share equal
to the liquidation preference thereof, payable in cash.

         (b)      As used herein, "Change of Control" shall mean the occurrence
of any of the following events: (i) the Corporation shall fail to own 100% of
the issued and outstanding capital stock (on a fully diluted basis) of FATS,



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Inc., a Delaware corporation; (ii) any person or "group" (within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934, as amended), together with
its affiliates, shall acquire beneficial ownership (as defined in Rule 13d-3
under such Act), directly or indirectly, of an amount of the outstanding capital
stock of the Corporation entitled to 29% or more of the Total Voting Power (as
hereinafter defined) of the Corporation, but excluding, for purposes of this
clause (ii), any such acquisition by any purchaser party to the Purchase
Agreement or any affiliate of such purchasers ("Permitted Investors"); (iii)
Permitted Investors shall beneficially own, directly or indirectly, an amount of
the outstanding capital stock of the Corporation entitled to less than 30% of
the Total Voting Power of the Corporation; or (iv) the failure at any time of a
majority of the seats (excluding vacant seats) on the Board of Directors of the
Corporation to be occupied by persons who were nominated by the affirmative vote
of members of such Board who are officers or affiliates of the Permitted
Investors. As used herein, "Total Voting Power" means the total number of votes
which may be cast in the election of directors of the Corporation generally at
any meeting of stockholders of the Corporation (other than votes that may only
be cast upon the happening of a contingency) on a fully-diluted basis (assuming
exercise, conversion or exchange of all outstanding options, warrants and
convertible or exchangeable securities which may be exercised or exchanged, or
converted into, such voting securities within 60 days of the date of
determination) assuming all such votes were present and voted at such meeting.

         (c)      On or before the fourteenth (14th) day after a Change of
Control, the Corporation shall mail to all holders of record of the Series A
Preferred Stock at their respective addresses as the same shall appear on the
books of the Corporation as of such date, a notice disclosing (i) the Change of
Control, (ii) the redemption price per share of the Series A Preferred Stock
applicable hereunder and (iii) the procedure which the holder must follow to
exercise the redemption right provided above. To exercise such redemption



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right, if applicable, a holder of the Series A Preferred Stock must deliver
during the Exercise Period written notice to the Corporation (or an agent
designated by the Corporation for such purpose) of the holder's exercise of such
redemption right, accompanied by each certificate evidencing shares of the
Series A Preferred Stock with respect to which the redemption right is being
exercised, duly endorsed for transfer. On or prior to the fifth (5th) business
day after receipt of such written notice, the Corporation shall accept for
payment all shares of Series A Preferred Stock properly surrendered to the
Corporation (or an agent designated by the Corporation for such purpose) during
the Exercise Period for redemption in connection with the exercise of such
redemption right and shall cause payment to be made in cash for such shares of
Series A Preferred Stock. If at the time of any Change of Control, the
Corporation does not have sufficient capital and surplus legally available to
purchase all of the outstanding shares of Series A Preferred Stock, the
Corporation shall take all measures permitted under the Delaware Code to
increase the amount of its capital and surplus legally available, and the
Corporation shall offer in its written notice of such Change of Control to
purchase as many shares of Series A Preferred Stock as it has capital and
surplus legally available therefor, ratably from the holders thereof in
proportion to the total number of shares tendered, and shall thereafter,
whenever it shall have capital and surplus legally available therefor, offer to
purchase as many shares of Series A Preferred Stock as it has capital and
surplus available therefor until it has offered to purchase all of the
outstanding shares of Series A Preferred Stock.

         (d)      In the event of any Change of Control, proper provision shall
be made to ensure that the holders of shares of Series A Preferred Stock will be
entitled to receive the benefits afforded by this Section 6; provided, however,
that in the event of any Change of Control effected with the Corporation's
consent, such provision to ensure the benefits of this Section 6 shall be made
prior to such Change of Control.

         Section 7.  Ranking.


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         All shares of Series A Preferred Stock shall rank, as to distribution
of assets upon liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, prior to all classes and series of the
Corporation's now or hereafter issued Preferred Stock or common stock.

         Section 8.  Notice.  All notices hereunder shall be in writing.



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         IN WITNESS WHEREOF, this Certificate of Designations has been signed by
the undersigned as of the 13th day of November, 1998.

                                    FIREARMS TRAINING SYSTEMS, INC.


                                    By: /s/ Peter A. Marino
                                       --------------------
                                    Name:   Peter A. Marino
                                    Title: President and CEO

Attest:
/s/ Emory O. Berry

Name:  Emory O. Berry
Title:   Secretary


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