Exhibit
3.01





Composite


of


Restated
Certificate of Incorporation


of


PureSafe
Water Systems, Inc.





1.
            The
      name of the Corporation is:  PureSafe Water Systems,
      Inc.








2.
            The
      address of its registered office in the State of Delaware is Corporation
      Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
      Castle.  The name of its registered agent at such address is the
      Corporation Trust Company.








3.
            The
      purpose of the corporation is to engage in any lawful act or activity for
      which corporations may be organized under the General Corporation Law of
      Delaware including but not limited to the development and operation of
      open market locations for private buyers and sellers of automobiles,
      boats, RV’s, travel trailers and trucks in accordance with the laws of
      various states, the United States of America and other applicable
      jurisdictions.








4.
            The
      total authorized capital stock of the Corporation shall be four hundred
      sixty million (460,000,000) shares, each with a par value of $0.001 per
      share, as follows:





1.
            Common
      Stock: The Corporation is authorized to issue up to four hundred fifty
      million (450,000,000) shares of Common
Stock.





2.
            Preferred
      Stock: The Corporation is further authorized to issue up to ten million
      (10,000,000) shares of preference stock to be known as “Preferred
      Stock.”  Authority is hereby expressly vested in the Board of
      Directors of the Corporation to divide said Preferred Stock into series
      and fix and determine the voting powers, designations, preferences and
      relative participating, optional or special rights and qualifications,
      limitations or restrictions of the shares of each series so established,
      as provided by Section 151 of the Delaware General Corporation
      Law.





Series A Preferred
      Stock





The
designation of, the number of shares constituting, and the rights, preferences,
privileges and restrictions relating to the Series A Preferred Stock are as
follows:





1.
            Designation and Number
      of Shares.  The designation of this series of 400,000
      shares of Preferred Stock, par value $.001 per share, created by the Board
      of Directors of the Corporation pursuant to the authority granted to it by
      the Certificate of Incorporation of the Corporation, is "Series A
      Preferred Stock.”  In the event that the Corporation does not
      issue the maximum number of shares of Series A Preferred Stock, the
      corporation may, from time to time, by resolution of the Board of
      Directors, reduce the number of shares of Series A Preferred Stock
      authorized, provided, that no such reduction shall reduce the number of
      authorized shares to a number which is less than the number of shares of
      Series A Preferred Stock then issued.  The number of shares by
      which the Series A Preferred Stock is reduced shall have the status of
      authorized but unissued shares of Preferred Stock, without designation as
      to series until such stock is once more designated as part of a particular
      series by the Corporation's Board of
Directors.





2.
            Dividend
      Rights.





(a)           Holders
of shares of Series A Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, dividends at an annual rate of one Dollar
($1.00) per share (equal to 10% of the $10.00 purchase price per Series A
Preferred Share on original issuance) (i) out of funds of the Corporation
legally available therefor, or (ii) in the whole number of Shares based on the
"current market price" per share of the Common stock.  The current
market price shall be deemed to be the average of the daily closing bid prices
for the five (5) consecutive trading days commencing such number of days prior
to (but not including) the dividend payment date, computed pursuant to
4(d)(iii)(B), as if such shares had been purchased for cash using the dividend
amount per share payable to the holder of the Preferred Stock on the applicable
dividend payment date.  If less than one (1) whole share is issuable
based on the foregoing computation, the dividend shall be paid in
cash.  Any fractions of shares in excess of whole shares shall be paid
in cash.  No fractional shares or scrip shall be issued, subject to
the provisions of Paragraph 2(c) of this Certificate of
Designation.  The Corporation may retain a firm of independent public
accountants of recognized standing selected by the Board of Directors (who may
be the regular accountants employed by the Corporation) to make any calculation
required by this paragraph 2(a), and a certificate signed by such firm shall be
conclusive evidence of the correctness of such calculation.  Dividends
shall be payable as follows: For the period ending December 31, 1994, the
dividend payment date shall be December 31, 1994; dividends thereafter shall be
paid in quarterly installments on the dividend payment dates hereinafter
redefined.  Dividend payment dates subsequent to December 31, 1994
shall be March 31, June 30, September 30, and December 31, of each year
commencing March 31, 1995.  Dividends shall be payable on the dividend
payment dates to holders of Series A Preferred stock of record on the first day
of the month in which such dividend payment date occurs.  Each
quarterly period ending on a dividend payment date is referred to as a "dividend
period.”  Dividends on the Series A Preferred Stock shall be fully
cumulative and accrue, with respect to each share of Series A Preferred Stock,
from the date such share of Series A Preferred Stock is originally
issued.





(b)           The
amount of any dividends "accrued" on any share of Series A Preferred Stock at
any, dividend payment date shall be deemed to be the amount of any unpaid
dividends accumulated thereon to and including such dividend payment date,
whether or not earned or declared, and the account of dividends "accrued" on any
share of Series A Preferred Stock at any date other than a dividend payment date
shall be calculated as the amount of any unpaid dividends accumulated thereon to
and including the last preceding dividend payment date, whether or not earned or
declared, plus an amount calculated on the basis of the annual dividend rate set
forth in paragraph 2 (a), above, per share for the period after such last
preceding dividend payment date to and including the date as of which the
calculation is made, based on a three hundred sixty (360) day year of twelve
(12) months, each having thirty (30) days.


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(c)           So
long as any shares of Series A Preferred Stock shall be outstanding, no class or
series of capital stock shall be established that ranks senior to or on a parity
with, the Series A Preferred Stock with respect to the payment of
dividends.  Except as provided in this Certificate of Designation, no
dividends shall be declared or paid or set aside for payment on any shares of
Common Stock or any other classes or series of capital stock ranking junior to
the Series A Preferred Stock as to dividends for any dividend period unless full
cumulative dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for payment thereof is set aside for such payment
on the Series A Preferred Stock for all dividend periods terminating on or prior
to the dividend payment date of such dividends on any such aeries or class.
Holders of shares of Series A Preferred Stock shall not be entitled to dividends
thereon, whether payable in cash, property or stock, in excess of the full
cumulative dividends thereon, as provided in this Certificate of
Designation.





(d)           So
long as any shares of Series A Preferred Stock shall be outstanding, no class or
series of capital stock shall be established that rank senior to or on a parity
with, the Series A Preferred Stock in the event of voluntary or involuntary
dissolution, liquidation or winding up, and no distribution shall be declared or
made upon any junior series or class of capital stock in the event of voluntary
and involuntary dissolution, liquidation or winding up shall be redeemed,
purchased or otherwise acquired for any consideration by the Corporation or by
any subsidiary (which shall mean any corporation or entity, the majority of
voting power to elect directors of which is held directly or indirectly by the
Corporation), except by conversion into or exchange for any such junior series
or class of capital stock; unless, in each case, the full cumulative dividends
on all outstanding shares of Series A Preferred Stock shall have been paid in
full for all past dividend periods or unless the holders of a majority of the
Series A Preferred Stock then outstanding shall consent thereto.





3.
            Voting
      Rights.





(a)           Holders
of shares of Series A Preferred Stock shall have the same voting rights in
respect thereof as are accorded to the holders of common Stock of the
Corporation pursuant to the Amended and Restated Certificate of Incorporation of
the Corporation and by law and shall exercise such voting rights with the
holders of such Common Stock and not as a class, except as set forth in
Paragraph 3(b) below.





(b)           Unless
the vote of the holders of a greater number of shares of Series A Preferred
Stock shall be then required by law, the consent of the holders of a majority of
the shares of Series A Preferred Stock at the time outstanding, given in person
or by proxy by a vote at a meeting called for such purpose or given by written
consent signed by the holders of the number of shares of Series A Preferred
Stock required for approval, voting or giving consent as a single class, shall
be necessary for authorizing, effecting or validating the amendment, alteration
or repeal of any of the provisions of the Amended and Restated Certificate of
Incorporation or any amendment thereto or restatement thereof (including any
Certificate of Designation or similar document relating to the Series A
Preferred Stock) which affects or would affect adversely the preferences,
rights, powers or privileges of the holders of shares of Series A Preferred
Stock. The Corporation is not restricted from creating other series of Preferred
Stock which may be senior or junior to or on a parity with the Series A
Preferred stock as to dividends and/or on voluntary or involuntary dissolution,
liquidation or winding up without the consent of the holders of the Series A
Preferred Stock.


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4.
            Right of Corporation
      to Redeem or Call the Series A Preferred
  Stock.





(a)           Anything
contained in this Certificate of Designation to the contrary notwithstanding,
the Corporation shall have the right to redeem or call the Series A Preferred
Stock then outstanding, at any time, and from time to time, following three
years from January 17, 1994, at a price of $11.00 cash per share called or
redeemed, together with any accrued but unpaid dividends thereon to and
including the date of redemption (the "Redemption Price").





(b)           The
Directors of the Corporation shall have the right in their sole, exclusive and
absolute discretion to determine which, if any, and whether pro rata or by lot,
of the shares of Series A Preferred Stock should be redeemed or
called.





(c)           The
Directors of the Corporation shall cause written notice of redemption to be
given as set forth in (d) below, to each registered holder of Series A Preferred
Stock to be called or redeemed, at their respective addresses as they appear on
the records of the Corporation, specifying the certificate numbers) of the
shares to be redeemed, the name and address of the Redemption Agent, as defined
below, and the name and address of the transfer agent for the Series A Preferred
Stock.  Such notice shall be mailed to said registered holders by
first class, postage prepaid mail no later than the thirtieth day before the
date fixed for redemption (the "Redemption pate").  The notice of
redemption shall set forth the redemption price, the date set for redemption and
the place where certificates for Series A Preferred Stock shall be
delivered.





(d)           The
Corporation shall appoint as its agent for the purpose of acting as redemption
agent for the Series A Preferred Stock a bank or trust company in good standing,
organized under the laws of the United States of America or any jurisdiction
thereof, and having capital, surplus and undivided profits aggregating at least
Twenty Million Dollars ($20,000,000), and may appoint any one or more additional
such agents which shall in each case be a bank or trust company in good standing
organized under the laws of the United States of America or of any jurisdiction
thereof, having an office or offices in the City of Phoenix, or such other place
as shall have been designated by the Corporation, and having capital, surplus
and undivided profits aggregating at least Twenty Million Dollars ($20,000,000).
Such bank or trust company is hereinafter referred to as the "Redemption
Agent.”  Following such appointment and prior to any redemption, the
Corporation shall deliver to the Redemption Agent irrevocable written
instructions authorizing the Redemption Agent, on behalf and et the expense of
the Corporation, to cause such notice of redemption to be duly mailed as above
provided as soon as practicable after receipt of such irrevocable instructions
and in accordance with the above provisions.  All funds necessary for
the redemption shall be deposited with the Redemption Agent in trust at least
two business days prior to the Redemption Date, for the pro rata benefit of the
holders of the shares so called for redemption, so as to be and continue to be
available therefor.  Neither failure to mail any such notice to one or
more such holders nor any defect in any notice shall affect the sufficiency of
the proceedings for redemption as to other holders.


4


(e)           If
notice of redemption shall have been given as hereinbefore provided, and the
Corporation shall not default in the payment of the Redemption Price, then each
holder of shares called for redemption shall be entitled to all preferences and
relative and other rights accorded by this resolution until and including the
date prior to the Redemption Date.  If the Corporation shall default
in making payment or delivery as aforesaid on the Redemption Date, then each
holder of the shares called for redemption shall be entitled to all preferences
and relative and other rights accorded by this resolution until and including
the date prior to the date (the "Final Redemption Date") when the corporation
makes payment or delivery as aforesaid to the holders of the Preferred
Stock.  From and after the Redemption Date or, if the Corporation
shall default in making payment or delivery as aforesaid, the final Redemption
Date, the shares called for redemption shall no longer be deemed to be
outstanding, and all rights of the holders of such shares shall cease and
terminate, except the right of the holders of such shares, upon surrender of
certificates therefor, to receive amounts to be paid hereunder.  The
deposits of monies in trust with the Redemption Agent  shall be
irrevocable except that the Corporation shall be entitled to receive from the
Redemption Agent the interest or other earnings, if any, earned on any monies so
deposited in trust, and the holders of any shares redeemed shall have no claim
to such interest or other earnings, if any, earned on any monies so deposited in
trust, and the holders of any shares redeemed shall have no claim to such
interest or other earnings, and any balance of monies so deposited by the
Corporation and unclaimed by the holders of the Preferred stock entitled thereto
at the expiration of two (2) years from the Redemption Date (or the Final
Redemption Date, as applicable) shall be repaid, together with any interest or
other earnings thereon, to the Corporation, and after any such repayment, the
holders of the shares entitled to the funds so repaid to the Corporation shall
look only to the Corporation for such payment, without interest.





5.
            Liquidation
      Rights.





(a)           In
the event of the liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, holders of the Series A Preferred Stock shall
be entitled to receive out of the assets of the Corporation the sum of $10.00
per share of Series A Preferred Stock then outstanding, plus a sum equal to all
dividends (whether or not earned or declared) on such shares accrued and unpaid
thereon to the date of final payment or distribution, before any payment or
distribution upon dissolution, liquidation or winding up shall be made on any
series or class of capital stock ranking junior to series A Preferred Stock as
to such payment or distribution.


5


(b)           The
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property and assets of
the Corporation shall be deemed a voluntary dissolution, liquidation or winding
up of the corporation for purposes of this Paragraph 5.  The merger or
consolidation of the Corporation into or with any other corporation or the
merger or consolidation of any other corporation into or with the Corporation,
shall not be deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary, for the purposes of this Paragraph 5;provided, however, that the
merger or consolidation of the Corporation into another corporation shall be
deemed to be a voluntary dissolution, liquidation or winding up of the
Corporation for the purposes of this Paragraph 5, unless either (i) the holders
of all shares of Series A Preferred Stock outstanding upon the effectiveness of
such merger or consolidation shall have the right, upon such effectiveness, to
receive for each share of Series A Preferred stock held by them upon such
effectiveness, one share of Preferred Stock of the resulting or surviving
corporation, which share shall have, to the extent practicable, dividend and
voting rights and rights upon dissolution, liquidation or winding up reasonably
equivalent to those of such share of Series A Preferred Stock, and shall have
the right to convert such share of Preferred Stock into the number of shares of
stock or other securities or property receivable upon such merger or
consolidation, as the case may be, by a holder of the number of shares of Common
Stock into which such share of Series A Preferred Stock was convertible
immediately prior to such merger or consolidation, or (ii) the merger or
consolidation was approved by the holders of a majority of the shares of Series
A Preferred Stock then outstanding either at a meeting of such stockholders or
by a written consent in lieu of a meeting.





(c)           After
the payment in cash to the holders of Series A Preferred Stock of the full
preferential amounts in the amounts which have been fixed hereby for the shares
of Series A Preferred Stock, such holders as such shall have no right or claim
to any of the remaining assets of the Corporation.





(d)           In
the event the assets of the Corporation available for distribution to the
holders of shares of Series A Preferred Stock upon dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to Paragraph 5(a) of this certificate of Designation, no such
distribution shall be made on account of any shares of any other class or series
of capital stock of the Corporation ranking on a parity with the shares of
Series A Preferred Stock upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of
Series A Preferred Stock, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.





(e)           Upon
the dissolution, liquidation or winding up of the Corporation, the holders of
shares of Series A Preferred Stock then outstanding shall be entitled to be paid
out of the assets of the Corporation available for distribution to its
stockholders all amounts to which such holders are entitled pursuant to
Paragraph 4(a) of this Certificate of Designation before any payment shall be
made to the holders of any class of capital stock of the corporation ranking
junior upon liquidation to Series A Preferred Stock.


6


6.
            Rank of
      Series.  For purposes of this certificate of Designation,
      any stock of any series or class of the Corporation shall be deemed to
      rank junior to shares of Series A Preferred Stock as to dividends or upon
      liquidation, dissolution car winding up, as applicable, if such class
      shall be Common Stock or if the holders of shares of Series A Preferred
      Stock shall be entitled to receipt of dividends or of amounts
      distributable upon dissolution, liquidation or winding up of the
      Corporation, as applicable, in preference or priority to the holders of
      shares of such class or classes.





7.
            No Preemptive
      Rights.  No holder of the Series A Preferred Stock shall,
      as such holder, be entitled as of right to purchase or subscribe for any
      shares of stock of the Corporation of any class or any series now or
      hereafter authorized or any securities convertible into or exchangeable
      for any shares or any warrants, options, rights or other instruments
      evidencing rights to subscribe for or purchase any such shares, whether
      such shares, securities, warrants, options, rights or other instruments be
      unissued or issued and thereafter acquired by the
    Corporation.





8.
            "Piggy-back"
      Registration Rights.





(a)           When
the Corporation files its first registration statement (defined herein to
include a Notification under Regulation A and the Offering Circular included
therein) under the Act at any time after January 17, 1994, which relates to a
current offering of securities of the Corporation (except in connection with an
offering to employees, a stock option or employee benefit plan, an exchange
offer or an offer to acquire assets) such registration statement and the
prospectus included therein shall also, at the written request to the
Corporation by the holder(s) of Common Stock of the Corporation received as
dividends on the Series A Preferred Stock (hereinafter referred to as "Common
Stock"), include such Common Stock in such registration statement and meet the
requirements of the Act with respect to the public offering of such Common Stock
so as to permit the public sale of such Common Stock in compliance with the
Act.  The Corporation shall give written notice to the holder(s) of
such Common Stock (hereinafter referred to collectively as "Holder(s)" of its
intention to file a registration statement under the Act relating to a current
offering of the Common Stock of the Corporation, sixty (60) or more days prior
to the filing of such registration statement, and the written request provided
for in the first sentence of this subsection shall be made by the Holder(s)
thirty (30) or more days prior to the date specified in the notice as the date
on which it is intended to file such registration statement. Any such request by
Holder(s) shall include only shares of Common stock into which such Holder(s)
Series A Preferred Stock received or were then accrued and payable as a dividend
thereon.  Neither the delivery of such notice by the corporation nor
of such request by the Holder(s) shall in any way obligate the Corporation to
file such registration statement and notwithstanding the filing of such
registration statement, the Corporation may, at any time prior to the effective
date thereof, determine not to offer the securities to which such registration
statement relates, without liability to the Holder(s), except that the
Corporation shall pay such expenses as are contemplated to be paid by it under
subsection (d) of this Section.


7


Notwithstanding
anything contained in this subsection (a) to the contrary, if any underwriter
who is proposing to offer to the public the Corporation's Common Stock should
object to and fail to proceed with the offering because all of the Common Stock
is proposed to be included in the registration statement, the Corporation may
proceed with the offering either including the number of shares which the
underwriter will agree to include pro rata among those shares of Common Stock
for which registration is requested or none if the underwriter refuses to
proceed if any such shares are included, without registering the Common Stock;
provided, however, the
Corporation can legally file and does file a post-effective amendment to such
registration statement, with the consent of said underwriter, within ninety (90)
days of the effective date of such registration statement, allowing the selling
stockholders to sell the remaining balance, or all, as the case may be, of their
Common Stock pursuant to such registration statement.





(b)           In
each instance in which pursuant to subsection (a) of this Section, the
Corporation shall take any action to permit a public offering or sale or other
distribution of the Common Stock, the Corporation shall:


(1)   Supply
to the Holder(s) desiring to make a public distribution of their Common Stock
and to John MaGee and Co., two executed copies of each registration statement or
Notification and a reasonable number of copies of the preliminary, final and
other prospectus or offering circular in conformity with requirements of the Act
and the Rules and Regulations promulgated thereunder and such other documents as
the Holder(s) or their representative shall reasonably request.


(2)   Cooperate
in taking such action as may be necessary to register or qualify the Common
Stock under such other securities laws or blue sky laws of such jurisdictions as
the Holder(s) or their representative shall reasonably request and to do any and
all other acts and things which may be necessary or advisable to enable the
Holder(s) of such Common Stock to consummate such proposed sale or other
disposition of the common Stock in any such jurisdiction; provided, however, the
Corporation shall not be required to qualify or register in any state or
jurisdiction which would obligate any present security holder to subject their
shares of the Corporation's Common Stock to any escrow other than such escrow as
may be in effect as of the date hereof, or which would extend or enlarge upon,
any current escrow;provided, further, that in no
event shall the Corporation be obligated, in connection therewith, to quality to
do business or to file a general consent to service of process in any
jurisdiction where it shall not then be qualified.


(3)    Keep
effective for a period of twenty-four (24) months after the initial
effectiveness thereof all such registrations or Notifications under the Act and
cooperate in taking such action as may be necessary to keep effective such other
registrations and qualifications, and do any and all other acts and things for
such period - not to exceed said twenty-four (24) months - as may be necessary
to permit the public sale or other disposition of such Common Stock by such
Holder(s).


8


(4)   Indemnify
and hold harmless each such Holder(s) and each underwriter, within the meaning
of the Act, who may purchase from or sell for any such Holder(s), any Common
Stock, from and against any and all losses, claims, damages, and liabilities
(including, but not limited to, any and all expenses whatsoever reasonably
incurred in investigating, preparing, defending or settling any claim) arising
from (i) any untrue or alleged untrue statement of a material fact contained in
any registration statement or Notification furnished pursuant to clause (A) of
this subsection, or any prospectus or offering circular included therein or (ii)
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading
(unless such untrue statement or omission or such alleged untrue statement or
omission was based upon information furnished or required to be furnished in
writing to the Corporation by such Holder(s) or underwriter expressly for use
therein), which indemnification shall include each person, if any, who controls
any such Holder (s) or underwriter within the meaning of the Act; provided, however, each such
holder, underwriter or controlling person shall at the same time indemnify the
Corporation, its directors, each officer signing any registration statement or
Notification or any amendment to any registration statement or Notification and
each person, if any, who controls the Corporation within the meaning of the Act,
from and against any and all losses, claims, damages and liabilities (including,
but not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing, defending or settling any claim) arising from (iii)
any untrue or alleged untrue statement of a material fact contained in any
registration statement or Notification or any amendment to any registration
statement or Notification or prospectus or offering circular furnished pursuant
to clause (1) of this subsection, or (iv) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, but the indemnity of such holder,
underwriter or controlling person shall be limited to liability based upon
information furnished, or required to be furnished, in writing to the
Corporation by such holder or underwriter or controlling person expressly for
use therein. The indemnity agreement of the Corporation herein shall not inure
to the benefit of any such underwriter (or to the benefit of any person who
controls such underwriter) on account of any losses, claims, damages,
liabilities (or actions or proceedings in respect therefor) arising from the
sale of any of such Common Stock by such underwriter to any parson if such
underwriter failed to send or give a copy of the prospectus or offering circular
furnished pursuant to clause (1) of this subsection, as the same may then be
supplemented or amended (if such supplement or amendment shall have been
furnished pursuant to said clause (1)) , to such person with or prior to the
written confirmation of the sale involved.





(c)           The
Corporation shall comply with the requirements of subsection (a) of this Section
and shall pay all of the expenses of the offering set forth in subsection
(a).  Expenses of the offering for purposes of-this Section are
defined to be and shall include all legal, accounting, engineering, printing,
filing (including blue-sky filings) and NASD fees, out-of-pocket expenses
incurred by Corporation-retained counsel, accountants, and engineers, and
miscellaneous identified expenses.  The Holder(s) selling shares of
Common Stock in the offering shall, however, pay the cost of any separate
counsel engaged to review the registration statement on behalf of or to advise
the selling shareholders and any underwriting commissions, transfer taxes and
underwriter's expense allowance attributable to the Common Stock being sold by
the Holder(s), all of which shall be borne by the Common Holder(s) selling such
shares of Common Stock.


9


The
Corporation's obligation under said subsection (a) hereof shall be conditioned
as to each such public offering, upon a timely receipt by the Corporation in
writing such information as the corporation may reasonably require from such
Holder(s), or any underwriter for any of them, for inclusion in such
registration statement or Notification or post-effective amendment.





(d)           The
Corporation's agreements with respect to the Series A Preferred Stock or the
Common Stock in this Section will continue in effect regardless of the payment
of dividends in Common Stock on the Series A Preferred Stock.





(e)           Any
notices or certificates by the Corporation to the Holder and by the Holder to
the Corporation shall be deemed delivered if in writing and sent by certified
mail, to the Holder(s) at their addresses shown on the records of the
Corporation for such Holder(s), and, if to the Corporation, addressed to it at:
14555 North Scottsdale Road Suite 220 Scottsdale, Arizona 85254 Attn: C. Gus
Grant, Chairman.  The Corporation may change its address by written
notice to the Holder.





9.
            Transfer Agent and
      Registrar.  The Corporation may appoint a transfer agent
      and registrar for the issuance and transfer of the Series A Preferred
      Stock and for the payment of dividends to the holders of the Series A
      Preferred Stock.





Series D Preferred
      Stock





The
designation of, the number of shares constituting, and the rights, preferences,
privileges and restrictions relating to the Series D Preferred Stock are as
follows:





1.
            Designation and Number
      of Shares.  The designation of this series of 400,004
      shares of Preferred Stock, par value $.00l per share, created by the Board
      of Directors of the Corporation pursuant to the authority granted to it by
      the Certificate of Incorporation of the Corporation, is "Series D
      Preferred Stock.”  In the event that the. Corporation does not
      issue the maximum number of shares of Series D Preferred Stock, the
      Corporation may, from time to time, by resolution of the Board of
      Directors, reduce the number of shares of Series D Preferred Stock
      authorized, provided, that no such reduction shall reduce the number of
      authorized shares to a number which is less than the number of shares of
      Series D Preferred Stock then issued.  The number of shares by
      which the Series D Preferred Stock is reduced shall have the status of
      authorized but unissued shares of Preferred Stock, without designation as
      to series until such stock is once more designated as part of a particular
      series by the Corporation's Board of
Directors.


10


2.
            Dividend
      Rights.





(a)           Holders
of shares of Series D Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, dividends at an annual rate of 0.60 per
share (equal to 12% of the 5.00 purchase price per Series D Preferred Share on
original issuance) (i) out of funds of the Corporation legally available
therefore, or (ii) in the whole number of Shares based on the "current market
price" per share of the Common Stock.  The current market price shall
be deemed to be the average of the daily closing bid prices for the five (5)
consecutive trading days commencing such number of days prior to (but not
including) the dividend payment date, computed pursuant to 4(d) (iii) (B), as if
such shares had been purchased for cash using the dividend amount per share
payable to the holder of the Preferred Stock on the applicable dividend payment
date. If less than one (1) whole share is issuable based on the foregoing
computation, the dividend shall be paid in cash. No fractional shares or scrip
shall be issued, subject to the provisions of Paragraph 2 (c) of this
Certificate of Designation. The Corporation may retain a firm of independent
public accountants of recognized standing selected by the Board of Directors
(who may be the regular accountants employed by the Corporation) to make any
calculation required by this paragraph 2 (a), and a certificate signed by such
firm shall be conclusive evidence of the correctness of such
calculation.  Dividends shall be payable as follows: For the period
ending December 31, 1996, the dividend payment date shall be December 31, 1996;
dividends thereafter shall be paid in semi-annual installments on the dividend
payment dates hereinafter defined. Dividend payment dates subsequent to December
31, 1996 shall be June 30, and December 31, of each year commencing December 31,
1996. Dividends shall be payable on the dividend payment dates to holders of
Series D Preferred Stock of record on the first day of the month in which such
dividend payment date occurs. Each semi-annual period ending on a dividend
payment date is referred to as a "dividend period.”  Dividends on the
Series D Preferred Stock shall be fully cumulative and accrue, with respect to
each share of Series D Preferred Stock, from the date such share of Series D
Preferred Stock is originally issued.





(b)           The
amount of any dividends "accrued" on any share of Series D Preferred Stock at
any dividend payment date shall be deemed to be the amount of any unpaid
dividends accumulated thereon to and including such dividend payment date,
whether or not earned or declared, and the amount of dividends "accrued" on any
share of Series D Preferred Stock at any date other than a dividend payment date
shall be calculated as the amount of any unpaid dividends accumulated thereon to
and including the last preceding dividend payment date, whether or not earned or
declared, plus an amount calculated on the basis of the annual dividend rate set
forth in paragraph 2 (a), above, per share for the period after such last
preceding dividend payment date to and including the date as of which the
calculation is made, based on a three hundred sixty (364) day year of twelve
(12) months, each having thirty (30) days.





(c)           Except
as provided in this Certificate of Designation, no dividends shall be declared
or paid or set aside for payment on any shares of Common Stock or any other
classes or series of capital stock ranking junior to the Series D Preferred
Stock as to dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for payment thereof is set aside for such payment
on the Series D Preferred Stock for all dividend periods terminating on or prior
to the dividend payment date of such dividends on any such series or class.
Holders of shares of Series D Preferred Stock shall not be entitled to dividends
thereon, whether payable in cash property or stock, in excess of the full
cumulative dividends thereon, as provided in this Certificate of
Designation.


11


(d)           So
long as any shares of Series D Preferred Stock shall be outstanding, no
distribution shall be declared or made upon any junior series or class of
capital stock in the event of voluntary and involuntary dissolution, liquidation
or winding up shall be redeemed, purchased or otherwise acquired for any
consideration by the Corporation or by any subsidiary (which shall mean any
corporation or entity, the majority of voting power to elect directors of which
is held directly or indirectly by the Corporation), except by conversion into or
exchange for any such junior series or class of capital stock; unless, in each
case, the full cumulative dividends on all outstanding shares of Series D
Preferred Stock shall have been paid in full for all past dividend periods or
unless the holders of a majority of the Series D Preferred Stock then
outstanding shall consent thereto.





3.
            Voting
      Rights.





(a)           Holders
of shares of Series D Preferred Stock shall have the same voting rights in
respect thereof as are accorded to the holders of Common Stock of the
Corporation pursuant to the Amended and Restated Certificate of Incorporation of
the Corporation and by law and shall exercise such voting rights with the
holders of such Common Stock and not as a class, except as set forth in
Paragraph 3(b) below.





(b)           Unless
the vote of the holders of a greater number of shares of Series D Preferred
Stock shall be then required by law, the consent of the holders of a majority of
the shares of Series D Preferred Stock at the time outstanding, given in person
or by proxy by a vote at a meeting called for such purpose or given by written
consent signed by the holders of the number of shares of Series D Preferred
Stock required for approval, voting or giving consent as a single class shall be
necessary for authorizing, effecting or validating the amendment alteration or
repeal of any of the provisions of the Amended and Restated Certificate of
Incorporation or any amendment thereto or restatement thereof (including any
Certificate of Designation or similar document relating to the Series D
Preferred Stock) which affects or would affect adversely the preferences,
rights, powers or privileges of the holders of shares of Series A Preferred
Stock. The Corporation is not restricted from creating other series of Preferred
Stock which may be senior or junior to or on a parity with the Series D
Preferred Stock as to dividends and/or on voluntary or involuntary dissolution,
liquidation or winding up without the consent of the holders of the Series D
Preferred Stock.





4.
            Right of Corporation
      to Redeem or Call the Series D Preferred
  Stock.





(a)           Anything
contained in this Certificate of Designation to the contrary notwithstanding,
the Corporation shall have the right to redeem or call the Series D Preferred
Stock then outstanding, at any time, and from time to time, following two years
from July 1, 1996, at a price of $5.75 cash per share called or redeemed,
together with any accrued but unpaid dividends thereon to and including the date
of redemption (the "Redemption Price").


12


(b)           The
Directors of the Corporation shall have the right in their sole, exclusive and
absolute discretion to determine which, if any, and whether pro rata or by lot,
of the shares of Series D Preferred Stock should be redeemed or
called.





(c)           The
Directors of the Corporation shall cause written notice of redemption to be
given as set forth in (d) below, to each registered holder of Series D Preferred
Stock to be called or redeemed, at their respective addresses as they appear on
the records of the Corporation, specifying the certificate number(s) of the
shares to be redeemed, the name and address of the transfer agent for the Series
D Preferred Stock.  Such notice shall be mailed to said registered
holders by first class, postage prepaid mail no later than the thirteenth day
before the date fixed for redemption (the "Redemption Date"). The notice of
redemption shall set forth the redemption price, the date set for redemption and
the place where certificates for Series D Preferred Stock shall be
delivered.





(d)           If
notice of redemption shall have been given as herein before provided, and the
Corporation shall not default in the payment of the redemption shall be entitled
to all preferences and relative and other rights accorded by this resolution
until and including the date prior to the Redemption Date.  If the
Corporation shall default in making payment or delivery as aforesaid on the
Redemption Date, then each holder of the shares called for redemption shall be
entitled to all preferences and relative and other rights accorded by this
resolution until and including the date prior to the date (the "Final Redemption
Date") when the Corporation makes payment or delivery as aforesaid to the
holders of the Preferred Stock. From and after the Redemption Date or, if the
Corporation shall default in making payment or delivery as aforesaid, the Final
Redemption Date, the shares called for redemption shall no longer be deemed to
be outstanding, and all rights of the holders of such shares shall cease and
terminate, except the right of the holders of such shares, upon surrender of
certificates therefore, to receive amounts to be paid hereunder. The deposits of
moneys in trust with the Redemption Agent shall be irrevocable except that the
Corporation shall be entitled to receive from the Redemption Agent the interest
or other earnings, if any, earned on any moneys so deposited in trust, and the
holders of any shares redeemed shall have no claim to such interest or other
earnings, if any, earned on any moneys so deposited in trust; and the holders of
any shares redeemed shall have no claim to such interest or other earnings, and
any balance of moneys so deposited by the Corporation and unclaimed by the
holders of the Preferred Stock entitled thereto at the expiration of two (2)
years from the Redemption Date (or the Final Redemption Date, as applicable)
shall be repaid, together with any interest or other earnings thereon, to the
Corporation, and after any such repayment, the holders of the shares entitled to
the funds so repaid to the Corporation shall look only to the Corporation for
such payment, without interest.


13


5.
            Liquidation
      Rights.





(a)           In
the event of the liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, holders of the Series D Preferred Stock shall
have no stated rights in the assets of the corporation.  Holders of
the Series D Preferred Stock shall be entitled to all dividends (whether or not
earned or declared) on such shares accrued and unpaid thereon to the date of
final payment of distribution, before any payment or distribution upon
dissolution, liquidation or winding up shall be made on any series or class of
capital stock ranking junior to Series D Preferred Stock as to such payment or
distribution.





(b)           The
sale, conveyance, exchange or transfer (for cash shares of stock, securities or
other consideration) of all or substantially all of the property and assets of
the Corporation shall be deemed a voluntary dissolution, liquidation or winding
up of the Corporation for purposes of this Paragraph 5.  The merger or
consolidation of the Corporation into or with any other corporation or the
merger or consolidation of any other corporation into or with the Corporation,
shall not be deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary, for the purposes of this Paragraph 5; provided, however, that the
merger or consolidation of the Corporation into another corporation shall be
deemed to be a voluntary dissolution, liquidation or winding up of the
Corporation for the purposes of this Paragraph 5, unless either (i) the holders
of all shares of Series D Preferred Stock outstanding upon the effectiveness of
such merger or consolidation shall have the right, upon such effectiveness, to
receive for each share of Series D Preferred Stock held by them upon such
effectiveness, one share of Preferred Stock of the resulting or surviving
corporation, which share shall have, to the extent practicable, dividend and
voting rights and rights upon dissolution, liquidation or winding up reasonably
equivalent to those of such share of Series D Preferred Stock, or (ii) the
merger or consolidation was approved by the holders of a majority of the shares
of Series D Preferred Stock then outstanding either at a meeting of such
stockholders or by a written consent in lieu of a meeting.





(c)           In
the event the assets of the Corporation available for distribution to the
holders of shares of Series D Preferred Stock upon dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to Paragraph 5(a) of thus Certificate of Designation, no such
distribution shall be made on account of any shares of any other class or series
of capital stock of the Corporation ranking on a parity with the shares of
Series D Preferred Stock upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of
Series D Preferred Stock, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.





(d)           Upon
the dissolution, liquidation or winding up of the Corporation, the holders of
shares of Series D Preferred Stock then outstanding shall be entitled to be paid
out of the assets of the Corporation available for such distribution to its
stockholders all amounts to which such holders are entitled pursuant to
Paragraph 4(a) of this Certificate of Designation before any payment shall be
made to the holders of any class of capital stock of the corporation ranking
junior upon liquidation to Series D Preferred Stock.


14


6.
            Rank of
      Series.  For purposes of this Certificate of Designation,
      any stock of any series or class of the Corporation shall be deemed to
      rank junior to shares of Series D Preferred Stock as to dividends or upon
      liquidation, dissolution or winding up, as applicable, if such class shall
      be Common Stock or if the holders of shares of Series D Preferred Stock
      shall be entitled to receipt of dividends or of amounts distributable upon
      dissolution, liquidation or winding up of the Corporation, as applicable,
      in preference or priority to the holders of shares of such class or
      classes.





7.
            No Preemptive
      Rights.  No holder of the Series D Preferred Stock shall,
      as such holder, be entitled as of right to purchase or subscribe for any
      shares of stock of the Corporation of any class or any series now or
      hereafter authorized or any securities convertible into or exchangeable
      for any shares or any warrants, options, rights or other instruments
      evidencing rights to subscribe for or purchase any such shares, whether
      such shares, securities, warrants, options, rights or other instruments be
      unissued or issued and thereafter acquired by the
    Corporation.





8.
            "Piggy-back"
      Registration Rights.





(a)           When
the Corporation files its first registration statement (defined herein to
include a Notification under Regulation A and the Offering Circular included
therein) under the Act at any time after March 31, 1996, which relates to a
current offering of securities of the Corporation (except in connection with an
offering to employees, a stock option or employee benefit plan, an exchange
offer or an offer to acquire assets) such registration statement and the
prospectus included therein shall also, at the written request to the
Corporation by the holder(s) of Common Stock of the Corporation received as
dividends on the Series D Preferred Stock (hereinafter referred to as "Common
Stock"), include such Common Stock in such registration statement and meet the
requirements of the Act with respect to the public offering of such Common Stock
in compliance with the Act. The Corporation shall give written notice to the
holder(s) of such Common Stock (hereinafter referred to collectively as
"Holder(s)" of its intention to file a registration statement under the Act
relating to a current offering of the Common Stock of the Corporation, sixty
(60) or more days prior to the filing of such registration statement, and the
written request provided for in the first sentence of this subsection shall be
made by the Holder(s) thirty (30) or more days prior to the date specified in
the notices the date on which it is intended to file such registration
statement. Any such request by Holder(s) shall include only shares of Common
Stock into which such Holder(s) Series A Preferred Stock received or were then
accrued and payable as a dividend thereon. Neither the delivery of such notice
by the Corporation nor of such request by the Holder(s) shall in any way
obligate the Corporation to file such registration statement and notwithstanding
the filing of such registration statement, the Corporation may, at any time
prior to the effective date thereof, determine not to offer the securities to
which such registration statement relates, without liability to the Holder(s),
except that the Corporation shall pay such expenses as are contemplated to be
paid by it under subsection (d) of this Section.


15


Notwithstanding
anything contained in this subsection (a) to the contrary, if any underwriter
who is proposing to offer to the public the Corporation's Common Stock should
object to and fail to proceed with the offering because all of the Common Stock
is proposed to be included in the registration statement, the Corporation may
proceed with the offering either including the number of shares which the
underwriter will agree to include pro rata among those shares of Common Stock
for which registration is requested or none o the underwriter refuses to proceed
if any such shares are included, without registering the Common Stock; provided,
however, the Corporation can legally file and does file a post-effective
amendment to such registration statement, with the consent of said underwriter,
within ninety (90) days of the effective date of such registration statement,
allowing the selling stockholders to sell the remaining balance, or all, as the
case may be, of their Common Stock pursuant to such registration
statement.





(b)           In
each instance in which pursuant to subsection (a) of this Section, the
Corporation shall take any action to permit a public offering or sale or other
distribution of the Common Stock, the Corporation shall:


(1)    Cooperate
in taking such action as may be necessary to register or qualify the Common
Stock under such other securities laws or blue sky laws of such jurisdiction as
the Holders) or their representative shall reasonably request and to do any and
all other acts and things which may be necessary or advisable to enable the
Holder(s) of such Common Stock to consummate such proposed sale or other
disposition of the Common Stock in any such jurisdiction; provided, however, the
Corporation shall not be required to qualify or register in any state or subject
their shares of the Corporation's Common Stock to any escrow other than such
escrow as may be in effect as of the date hereof, or which would extend or
enlarge upon any current escrow; provided, further, that in no event shall the
Corporation be obligation connection therewith, to qualify to do business or to
file a general consent to service of process in any jurisdiction where it shall
not then be qualified.


(3)    Keep
effective for a period of twenty-four (24) months after the initial
effectiveness thereof all such registrations or Notifications under the Act and
cooperate in taking such action as may be necessary to keep effective such other
registrations and qualifications, and do any and all other acts and things for
such period - not to exceed said twenty-four (24) months - as may be necessary
to permit the public sale or other disposition of such Common Stock by such
Holder(s).


16


(4)    Indemnify
and hold harmless each such Holder(s) and each under- writer, within the meaning
of the Act, who may purchase from or sell for any such Holder(s), any Common
Stock, from and against any and all losses, claims, damages, and liabilities
(including, but not limited to, any and all expenses whatsoever reasonably
incurred in investigating, preparing, defending or settling any claim) arising
from (i) any untrue or alleged untrue statement of a material fact contained in
any registration statement or Notification furnished pursuant to clause (A) of
this subsection, or any prospectus or offering circular included therein or (ii)
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading
(unless such untrue statement or omission or such alleged untrue statement or
omission was based upon information furnished or required to be furnished in
writing to the Corporation by such Holder(s) or underwriter expressly for use
therein), which indemnification shall include each person, if any, who controls
any such Holder(s) or underwriter or controlling person shall at the same time
indemnify the Corporation, its directors, each officer signing any registration
statement of Notification or any amendment to any registration statement or
Notification and each person, if any who controls the Corporation within the
meaning of the Act, from and against any and all losses, claims, damages and
liabilities (including, but not limited to, any and all expenses whatsoever
reasonably incurred in investigating, preparing, defending or settling any
claim) arising from (iii) any untrue or alleged untrue statement of a material
fact contained in any registration statement or Notification or any amendment to
any registration statement or Notification or prospectus or offering circular
furnished pursuant to clause (1) of this subsection, or (iv) any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but the indemnity of
such holder, underwriter or controlling person shall be limited to liability
based upon information furnished, or required to be furnished, in writing to the
Corporation by such holder or underwriter or controlling person expressly for
use therein. The indemnity agreement of the Corporation herein shall not inure
to the benefit of any such underwriter (or to the benefit of any person who
controls such underwriter) on account of any losses, claims, damages,
liabilities (or actions or proceedings in respect therefore) arising from the
sale of any of such Common Stock by such underwriter to any person if such
underwriter failed to send or give a copy of the prospectus or offering circular
furnished pursuant to clause (1) of this subsection, as the same may then be
supplemented or amended (if such supplement or amendment shall have been
furnished pursuant to said clause (1)), to such person with or prior to the
written confirmation of the sale involved.





(c)           The
Corporation shall comply with the requirements of subsection (a) of this Section
and shall pay all of the expenses of the offering set forth in subjection
(a).  Expenses of the offering for purposes of this Section are
defined to be and shall include all legal, accounting, engineering, printing,
filing (including blue-sky filings) and NASD fees, out-of-pocket expenses
incurred by Corporation-retained counsel, accountants, and engineers, and
miscellaneous identified expenses. The Holder(s) selling shares of Common Stock
in the offering shall, however, pay the cost of any separate counsel engaged to
review the registration statement on behalf of or to advise the selling
shareholders and any underwriting commissions, transfer taxes and underwriter's
expense allowance attributable to the Common Stock being sold by the Holder(s),
all of which shall be borne by the Common Holder(s) selling such shares of
Common Stock.





The
Corporation's obligation undersaid subsection (a) hereof shall be conditioned as
to each such public offering, upon a timely receipt by the Corporation as to
each such public offering, upon a timely receipt by the Corporation in writing
such information as the Corporation may reasonably require from such Holder(s),
or any underwriter for any of them, for inclusion in such registration statement
or Notification or post-effective amendment.


17


(d)           The
Corporation's agreements with respect to the Series B Preferred Stock or the
Common Stock in this Section will continue in effect regardless of the payment
of dividends in Common Stock on the Series D Preferred Stock.





(e)           Any
notices or certificates by the Corporation to the Holder and by the Holder to
the Corporation shall be deemed delivered if in writing and sent by certified
mail, to the Holder(s) at their addresses shown on the records of the
Corporation for such Holder(s) and, if to the Corporation, addressed to it at:
6625 N. Scottsdale Road Suite 2 Scottsdale, Arizona 85250 Att: C. Gus Grant,
Chairman.  The Corporation may change its address by written notice to
the Holder(s).





9.
            Transfer Agent and
      Registration.





The
Corporation may appoint a transfer agent and registrar for the issuance and
transfer of the Series D Preferred Stock and for the payment of dividends to the
holders of the Series D Preferred Stock.





Series F Preferred
      Stock





The
designation of the number of shares constituting, and the rights, preferences
privileges and restrictions relating to the Series F Preferred Stock are as
follows





1.
            Designation and Number
      of Shares.  The designation of this series of 1,000,000
      shares of Two Year 10% Convertible Preferred Stock, par value $.001 per
      share, created by the Board of Directors of the Corporation pursuant to
      the authority granted to it by the Certificate of Incorporation of the
      Corporation, is "Series F Preferred Stock."  In the event that
      the Corporation does not issue the maximum number of shares of Series F
      Preferred Stock, the Corporation may, from time to time, by resolution of
      the Board of Directors, reduce the number of shares of Series F Preferred
      Stock authorized, provided that no such reduction shall reduce the number
      of shares of Series F Preferred Stock then issued.  The number
      of shares by which the Series F Preferred Stock shall be reduced shall
      have the status of authorized but unissued shares of Preferred Stock,
      without designation as to series, until such stock is once more designated
      as part of a particular series by the Corporation's Board of
      Directors.





2.
            Dividend
      Rights.  Holders of Series F Two Year 10% Convertible
      Preferred Stock shall be entitled to receive dividends, at the rate of
      10%, payable, at the option of the Company, in cash or shares of common
      stock valued at the then-current market price per share, at the time of
      maturity, or upon conversion, whichever is earlier.  The
      then-current market price per share shall be deemed to be the average
      closing price per share on the Over the Counter Bulletin Board for the
      five consecutive trading days immediately prior to maturity, or
      conversion.  Dividends shall be paid in whole shares, with
      fractional shares being rounded up, or down, with fractions of one half or
      more being rounded up, and fractions of less than one half a share being
      rounded down.  Dividends on the Series F Preferred Stock shall
      be cumulative and shall accrue, with respect to each share of Series F
      Preferred Stock, from the date such share of Series F Preferred Stock is
      originally issued.


18


3.
            Voting
      Rights.  Holders of shares of Series F Preferred Stock
      shall have the same voting rights in respect thereof as are accorded to
      the holders of Common Stock of the Corporation pursuant to the Amended and
      Restated Articles of Incorporation of the Corporation and by law and shall
      exercise such voting rights with the holders of such Common Stock and not
      as a class.





4.
            Conversion.  No
      shares of Series F Preferred Stock may be converted until the later of (a)
      shareholder approval of the proposed increase in the authorized common
      stock of the Corporation, and sufficient number of shares of authorized
      but unissued shares of common stock are available for conversion, or (b) a
      date 120 days following the date of issuance thereof, following which
      latter date such shares may be converted, at the option of the holder,
      into the Corporation's Common Stock at the Conversion Rate of one (1)
      share of Series F Preferred Stock for 40 shares of the Corporation's
      Common Stock.  The Corporation may require that the holder
      surrender the certificates representing the shares of Series F preferred
      Stock being converted to the transfer agent for the Series F Preferred
      Stock, or if none shall have been appointed, to the
      Corporation.  Shares of Series F Preferred Stock shall be deemed
      to have been converted immediately prior to the close of business on the
      day of the surrender for conversion of the certificate(s) therefore,
      together with the form of notice of election provided by the Corporation
      duly signed by the bolder thereof.  The person or persons
      entitled to receive shares of Common Stock issuable upon such conversion
      shall be treated for all purposes as the record holder of such shares of
      Common Stock as of such time.  As promptly as is practicable
      after the conversion date, the Corporation, or its transfer agent, shall
      deliver a certificate, or certificates, for the number of Common Shares
      issuable upon conversion.





In the
event that the Corporation shall, after the issuance of shares of the Series F
Preferred Stock, subdivide, split, or reclassify its outstanding Common Stock
into a greater number of shares, or combine or reclassify its outstanding Common
Stock into a smaller number of shares, the conversion rate shall be adjusted so
that the holder of shares of Series F Preferred Stock converted after such date
shall be entitled to receive such number of shares as would have been owned had
conversion taken place before such date.





5.
            Rank of
      Series.  For proposes of this Certificate of Designation,
      the shares of Series F Preferred Stock shall rank junior to any stock of
      all other series of preferred stock currently issued, as to liquidation,
      winding up, or dissolution, as applicable, in preference or priority to
      the holders of such other class or
classes.





6.
            Liquidation
      Rights.  In the event of liquidation, dissolution or
      winding up of the Corporation, whether voluntary or involuntary, holders
      of the Series F Preferred Stock shall have no stated rights in the assets
      of the Corporation.


19


The sale,
conveyance or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property and assets of the
Corporation shall be deemed a voluntary liquidation, dissolution or winding up
of the corporation for purposes of this paragraph.  The merger or
consolidation of the Corporation into or with any other corporation, or the
merger or consolidation of any other corporation into or with the Corporation,
shall not be deemed to be an event of liquidation, dissolution or winding up, if
the holders of the Series F Preferred Stock outstanding upon the effectiveness
of such merger or combination, receive for each share of Series F Preferred
Stock one share of preference stock of the resulting or surviving corporation,
which share of preferred stock will have rights and privileges roughly
equivalent to the rights and privileges of the Series F Preferred
Stock.





7.
            No Preemptive
      Rights.  No holder of the Series F Preferred Stock shall,
      as such holder, be entitled, as of right, to purchase or subscribe for any
      shares of stock of the Corporation of any class or any series now or
      hereafter authorized, or any securities convertible into or exchangeable
      for any shares, or any warrants, rights, or other instruments evidencing
      rights to subscribe for or purchase any such
  shares.





8.
            Transfer Agent and
      Registrar.  The Corporation may appoint a transfer agent
      and registrar for the issuance, transfer and conversion of the Series F
      Preferred Stock and for the issuance of dividend shares payable upon
      conversion or maturity.








5.
            The
      Corporation shall be managed by the Board of Directors, which shall
      exercise all powers conferred under the laws of the State of
      Delaware.  The Board of Directors shall have authority to make,
      alter or repeal the Bylaws of the Corporation.  The Board of
      Directors shall have sole authority to determine the number of Directors
      serving on the Board, and may increase or decrease the exact number of
      Directors from time to time by resolution duly adopted by such
      Board.  No decrease in the number of Directors shall have the
      affect of shortening the term of an incumbent
  Director.








6.
            Elections
      of directors need not be written ballot unless the Bylaws of the
      Corporation shall so provide.








7.
            Meetings
      of stockholders may be held within or without the State of Delaware, as
      the Bylaws may provide.  The books of the corporation may be
      kept (subject to any provision contained in the statutes) outside the
      State of Delaware at such place or places as may be designated from time
      to time by the Board of Directors or in the ByLaws of the
      Corporation.








8.
            No
      director of the Corporation shall be held personally liable to the
      Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a directory; provided, however, that nothing contained
      herein shall eliminate or limit the liability of a director of the
      Corporation to the extent provided by applicable laws (i) for any breach
      of the director’s duty of loyalty to the Corporation or its stockholders,
      (ii) for acts or omissions not in good faith or which involve intentional
      misconduct or knowing violation of law, (iii) under section 174 of the
      Delaware General Corporation Law, or (iv) for any transaction from which
      the director derived an improper personal benefit.  The
      limitation of liability provided herein shall continue after a director
      has ceased to occupy such position as to acts or omissions occurring
      during such director’s term or terms of office.  No amendment or
      repeal of this Article 9 shall apply to or have any effect upon the
      liability or alleged liability of any director of the corporation for or
      with respect to acts or omissions of such director occurring prior to such
      amendment or repeal.


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9.
            The
      corporation reserves the right to amend, alter, change or repeal any
      provision contained in this Certificate of Incorporation, in the manner
      now or hereafter prescribed by statute, and all right conferred upon
      stockholders herein are granted subject to this
    reservation.






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