Exhibit 4.1

                              ARTICLES OF AMENDMENT
                                       TO
                          THE ARTICLES OF INCORPORATION
                           ONEDENTIST RESOURCES, INC.

                                   ----------

     Pursuant to Section 7-110-106 and part 3 of article 90 of title 7, Colorado
Revised  Statues  (C.R.S.),  these  Articles  of  Amendment  to its  Articles of
Incorporation are delivered to the Colorado Secretary of State for filing.

     FIRST: The name of the Corporation is OneDentist Resources, Inc.

     SECOND:  ONEDENTIST  RESOURCES,  INC., a corporation organized and existing
under the laws of the State of Colorado (the  "Corporation"),  HEREBY  CERTIFIES
that the following  amendment to its Articles of Incorporation  was duly adopted
on March 31,  2003 by the  Shareholders  of the  Corporation  with the number of
votes cast for the amendments by each voting group  entitled to vote  separately
on the amendments sufficient for approval by that voting group.

         "FIRST:  The name of the corporation is Ashcroft Homes Corporation."

         The first  sentence  of THIRD  (d)(1) to read as  follows:  "Dividends.
         Dividends in cash, property or shares shall be paid upon the resolution
         of the board of directors prior to the issuance of such Preferred Stock
         as permitted by law."

     THIRD: The corporation  FURTHER  CERTIFIES that the following  amendment to
its Amended Articles of Incorporation  was duly adopted on March 28, 2003 by the
Board of Directors of the Corporation  pursuant to the authority  conferred upon
the Board by the Articles of Incorporation of the Corporation,  as amended,  and
by the Colorado Business Corporation Act:

     "RESOLVED,  that the Board of  Directors of the Corporation  (the "Board of
Directors"),  pursuant to the authority  conferred  upon it by the provisions of
the Articles of Incorporation  of the Corporation,  as amended (the "Articles of
Incorporation"),  which  authorize  the issuance of up to  10,000,000  shares of
preferred  stock, no par value (the "Preferred  Stock," which term shall include
any additional preferred stock authorized from time to time), does hereby create
and provide for the issuance of a series of Preferred  Stock and does hereby fix
and determine the designations,  preferences, limitations and relative rights of
such series of Preferred Stock as follows:

     1.  Number of Shares, Designations and Issue Price.
         -----------------------------------------------
     A total of 1,350,000  shares of the preferred  stock,  no par value, of the
Corporation  are  hereby  constituted  as a  series  of  preferred  stock of the
Corporation  designated as Series A Convertible  Preferred  Stock (the "Series A
Preferred  Stock").  The issue  price of the Series A  Preferred  Stock shall be
$4.00 per share (the "Issue Price").

<PAGE>

     2.  Dividend Provisions.
         --------------------

     (a) The  holders of the  Series A  Preferred  Stock  shall be  entitled  to
receive, out of the funds of the Corporation legally available  therefore,  cash
dividends  at the annual rate equal to seven  percent  (7.0%) of the Issue Price
per share, payable quarterly,  in arrears on March 31, June 30, September 30 and
December 31 of each year,  commencing on June 30, 2003,  except that if any such
date is a Saturday,  Sunday or legal holiday, then such dividend will be payable
on the next business day that is not a Saturday, Sunday or legal holiday.

     (b)  Dividends  on each share of Series A  Preferred  Stock  shall begin to
accrue and shall  cumulate from the date of original issue of such share ("Issue
Date"),  whether  or not  declared,  and shall be  payable to the holder of such
shares on the record date (as defined in Section 2(c) below). The dividend shall
be  calculated on the basis of the actual number of days elapsed in the quarter.
Such  dividends upon the Series A Preferred  Stock shall be cumulative  from the
Issue Date so that if dividends for any past dividend period shall not have been
paid thereon, the deficiency shall be fully paid (but without interest),  before
any  dividend  shall be paid upon or set apart for the Common Stock or any other
series of  Preferred  Stock.  Dividends  on account of  arrearages  for any past
dividend periods may be declared and paid at any time,  without reference to any
regular  dividend  payment date, to holders of record on a record date fixed for
such payment by the Board of Directors of the  Corporation  or by a committee of
such Board  duly  authorized  to fix such date by  resolution  designating  such
committee. Dividends will be paid in cash.

     (c)  Dividends on the Series A Preferred  Stock shall be payable to holders
of record as they  appear  on the  books of the  Corporation  as of the close of
business on any record date for the payment of  dividends.  The record dates for
payment of dividends shall be March 31, June 30, September 30 and December 31 of
each year during which the Series A Preferred Stock is outstanding.

     (d) In case the Series A Preferred Stock is called for  redemption,  as set
forth  herein,  the holders of the Series A Preferred  Stock will  receive  such
dividend  payments  together with all other accrued and unpaid  dividends on the
date fixed for redemption  (unless such holder(s)  elects to convert such shares
as provided for herein).

     (e) So long as any shares of the Series A Preferred Stock are  outstanding,
no dividends or distribution  may be declared,  paid or set apart for payment on
the Common  Stock or any other stock of the  Corporation  ranking  junior to the
Series A  Preferred  Stock,  or may any  shares of Common  Stock or other  stock
ranking  junior  to the  Series A  Preferred  Stock be  purchased,  redeemed  or
acquired  by the  Corporation  unless all accrued  and unpaid  dividends  on the
Series A Preferred Stock have been paid or declared and set apart for payment.

     (f) No interest or sum of money in lieu of  interest  will be payable  with
respect to any  dividend  payment on the Series A  Preferred  Stock which may be
late.

                                        2
<PAGE>

     3.   Voting Rights.
          --------------

     (a) Except as  provided  herein  and  otherwise  as  required  by law,  the
outstanding shares of Series A Preferred Stock will have no voting rights.

     (b) On all  matters  on  which  the  shareholders  of the  Corporation  are
entitled to vote, holders of the Series A Preferred Stock shall vote as a single
voting group with holders of the Common Stock of the Corporation.  For all these
matters,  the holders of Series A Preferred  Stock shall be entitled to five (5)
votes for each share of Series A Preferred Stock held by them of record.

     (c) In addition to the voting  rights set forth in 3(b) above,  the holders
of the Series A Preferred  Stock  outstanding on the record date for any meeting
shall be entitled to vote, as a single voting group, upon any proposed amendment
to the  Corporation's  Articles of  Incorporation,  and their  consent  shall be
required for any action of the Board of Directors,  if such  amendment or action
would (i)  increase or decrease the  aggregate  number of  authorized  shares of
Series A Preferred Stock, (ii) increase or decrease the Issue Price of shares of
Series  A  Preferred  Stock,  (iii)  effect  an  exchange,  reclassification  or
cancellation  of all or part of the  shares of Series A  Preferred  Stock,  (iv)
effect an  exchange,  or create a right of  exchange,  of all or any part of the
shares of another  class of the  Corporation  into  shares of Series A Preferred
Stock, (v) change the designations, preferences, limitations, or relative rights
of the  Series A  Preferred  Stock  herein,  (vi)  change the shares of Series A
Preferred  Stock into the same or  different  number of shares,  either  with or
without  par  value,  of the same  class or  another  class  or  classes,  (vii)
authorize  or create a series  of  Preferred  Stock  with  voting,  liquidation,
dividend or  redemption  rights  equal to or superior to those of the holders of
the Series A Preferred Stock, or (viii) cancel or otherwise  affect  accumulated
but undeclared  dividends on the shares of Series A Preferred Stock, and no such
proposed  amendment  or action shall be deemed to have been adopted and approved
without  the  affirmative  vote or consent of holders of a majority of shares of
Series A Preferred Stock then outstanding.

     4.   Conversion of Series A Preferred Stock into Common Stock.
          ---------------------------------------------------------

     (a) At any time on or after the  six-month  anniversary  of the Issue Date,
each  holder of shares of Series A Preferred  Stock may, at his option,  convert
any or all such shares (in minimum  increments  of 10,000 shares per exercise if
for less than all shares  owned) on the terms and  conditions  set forth in this
Section 4, into fully paid and non-assessable  shares of Common Stock. Shares of
Series A Preferred  Stock are  convertible  into that number of shares of Common
Stock obtained by dividing the Issue Price of the aggregate  number of shares of
Preferred  Stock being  converted  plus any accrued but unpaid  dividends  by an
amount equal to $4.00 (the "Conversion Price").

     (b) To  exercise  his  conversion  privilege,  the  holder of any shares of
Series A Preferred  Stock shall  surrender  to the  Corporation  during  regular
business  hours at the principal  executive  offices of the  Corporation  or the
offices of the transfer agent for the Series A Preferred  Stock or at such other
place as may be designated by the  Corporation,  the certificate or certificates
for the shares to be converted,  duly  endorsed for transfer to the  Corporation
(if  required by it),  accompanied  by written  notice  stating  that the holder

                                        3
<PAGE>

irrevocably  elects to convert such shares.  Conversion  shall be deemed to have
been effected on the date when such delivery is made,  and such date is referred
to herein as the  "Conversion  Date." As soon as practical  after the Conversion
Date, the Corporation  shall issue and send (with receipt to be acknowledged) to
the holder thereof or the holder's  designee,  at the address designated by such
holder,  a certificate or  certificates  for the number of full shares of Common
Stock to which the holder is entitled as a result of such  conversion,  and cash
with respect to any  fractional  interest of a share of Common Stock as provided
in paragraph  (d) of this Section 4. The holder shall be deemed to have become a
stockholder  of record of the  number of shares of Common  Stock  into which the
shares  of  Series A  Preferred  Stock  have been  converted  on the  applicable
Conversion  Date unless the transfer books of the Corporation are closed on that
date, in which event he shall be deemed to have become a  stockholder  of record
of such shares on the next succeeding date on which the transfer books are open.
Upon  conversion of only a portion of the number of shares of Series A Preferred
Stock  represented by a certificate or certificates  surrendered for conversion,
the Corporation  shall issue and send (with receipt to be  acknowledged)  to the
holder  thereof or the  holder's  designee,  at the address  designated  by such
holder,  a new  certificate  covering the number of shares of Series A Preferred
Stock representing the unconverted portion of the certificate or certificates so
surrendered.

     (c) No  fractional  shares of Common  Stock or scrip  shall be issued  upon
conversion  of  shares of Series A  Preferred  Stock.  If more than one share of
Series A Preferred  Stock shall be surrendered for conversion at any one time by
the same  holder,  the  number  of full  shares of Common  Stock  issuable  upon
conversion  thereof  shall be computed on the basis of the  aggregate  number of
shares of Series A Preferred  Stock so  surrendered.  Instead of any  fractional
shares of Common Stock which would  otherwise be issuable upon conversion of any
shares of Series A Preferred Stock, the Corporation  shall make an adjustment in
respect  of such  fractional  interest  equal to the fair  market  value of such
fractional interest,  to the nearest 1/100th of a share of Common Stock, in cash
at the Current Market Price (as defined below) on the business day preceding the
effective date of the conversion.  The "Current Market Price" of publicly traded
shares of Common  Stock for any day shall be deemed to be the daily "Bid  Price"
for the trading day  immediately  preceding the  Conversion  Date. If the Common
Stock is traded or  listed  in a market  for which a bid price is not  provided,
then the Current  Market  Price shall be the last sale price of the Common Stock
on the day  preceding the  Conversion  Date.  The "Current  Market Price" of the
Common  Stock  which is not  publicly  traded  shall mean the greater of (a) the
liquidation value as specified herein or (b) fair value thereof as determined by
an  independent  investment  banking firm or appraisal  firm  experienced in the
valuation of such  securities or properties  selected in good faith by the Board
of Directors of the Corporation or a committee thereof or, if no such investment
banking  or  appraisal  firm is,  in the good  faith  judgment  of the  Board of
Directors  of  the  Corporation  or  such  committee,  available  to  make  such
determination, as determined in good faith judgment of the Board of Directors or
such committee.

     (d) In the event of any  stock  dividend  on the  Common  Stock,  any stock
split,  reverse stock split, stock combination,  reclassification  of the Common
Stock, merger,  consolidation,  or combination of the Corporation with any other
corporation  or  corporations,  the  Conversion  Price shall be  proportionately
adjusted so that the  holders of the Series A  Preferred  Stock after such event
shall be  entitled  to receive  upon  conversion,  the number and kind of shares
which such holders  would have owned or been entitled to receive had such Series
A  Preferred  Stock  been  converted  immediately  prior  to  such  event.  Such

                                        4
<PAGE>

adjustment shall be made  successively  upon the occurrence of the events listed
in this  paragraph  (d). The  Corporation  shall give written  notice to all the
holders of the Series A Preferred Stock not more than 10 business days after any
event  which  under  this  subsection  (d)  necessitates  an  adjustment  in the
Conversion  Price,  and  the  nature  and  magnitude  of the  adjustment.  In no
circumstance  shall any event  giving rise to an  adjustment  in the  Conversion
Price  affect  any other  rights of a holder of the  Series A  Preferred  Stock,
including voting rights.

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

     (f) The  Corporation  shall at all times  reserve for issuance and maintain
available,  out of its  authorized  but unissued  Common  Stock,  solely for the
purpose of effecting the  conversion of the Series A Preferred  Stock,  the full
number of shares of Common Stock deliverable upon the conversion of all Series A
Preferred Stock from time to time  outstanding.  The Corporation shall from time
to time (subject to obtaining  necessary  director and stockholder  action),  in
accordance  with  the  laws of the  state  of its  incorporation,  increase  the
authorized  number of shares of its Common  Stock if at any time the  authorized
number of shares of its Common Stock remaining  unissued shall not be sufficient
to permit the conversion of all of the shares of Series A Preferred Stock at the
time outstanding.

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

     (h) If and  whenever  the  Corporation  shall  issue  Additional  Stock (as
defined below),  then forthwith upon such issue or sale the Conversion  Price in
effect  immediately prior thereto shall be adjusted to an amount  (calculated to
the nearest  cent)  determined by dividing (i) an amount equal to the sum of (a)
the  number  of  shares  outstanding  immediately  prior  to such  issue or sale
multiplied by the Conversion Price in effect  immediately prior to such issue or
sale, and (b) the  consideration,  if any, received by the Corporation upon such
issue or sale by (ii) the total number of shares  outstanding  immediately after
the such issue or sale.

     (i) For the purpose of making any adjustment in the Conversion  Price,  the
consideration  received by the  Corporation  for any issue or sale of Additional
Stock;

          (1) To the extent it  consists  of cash,  shall be computed at the net
     amount  of  cash  received  by  the  Corporation  after  deduction  of  any
     underwriting or similar  commissions or compensation paid or allowed by the
     Corporation in connection with such issue or sale;

                                        5
<PAGE>

          (2) To the extent it consists of  property  other than cash,  shall be
     computed at the fair value of that  property as determined in good faith by
     the Board of Directors; and

          (3)  If  Additional  Stock,  Convertible  Securities  (as  hereinafter
     defined),  or rights or  options to  purchase  either  Additional  Stock or
     Convertible  Securities  are issued or sold  together  with other  stock or
     securities  or other assets of the  Corporation  for a  consideration  that
     covers  both,  the  consideration  received  by the  Corporation  shall  be
     computed  as the  portion  of the  consideration  so  received  that may be
     reasonably  determined  in good faith by the Board to be  allocable to such
     Additional Stock, Convertible Securities or rights or options.

     (iii) For the purpose of the adjustment  provided herein, if at any time or
from time to time after the  Corporation  shall  issue or have  outstanding  any
rights or options for the purchase of, or stock or other securities  convertible
into,  Additional Stock (such  convertible stock or securities being hereinafter
referred to as "Convertible  Securities"),  then, in each case, if the Effective
Price  (as  hereinafter  defined)  of  such  rights,   options,  or  Convertible
Securities  shall  be  less  than  the  then  existing   Conversion  Price,  the
Corporation  shall be deemed to have issued at the time of the  issuance of such
rights or options or  Convertible  Securities  the maximum  amount of Additional
Stock  issuable  upon  exercise or  conversion  thereof and to have  received as
consideration  for the  issuance  of such  shares an  amount  equal to the total
amount  of the  consideration,  if  any,  received  by the  Corporation  for the
issuance of such rights or options or Convertible Securities,  plus, in the case
of such options or rights, the minimum amounts of consideration, if any, payable
to the  Corporation  upon  exercise  or  conversion  of such  options or rights.
"Effective  Price" shall mean the quotient  determined  by dividing the total of
all of such  consideration  by such maximum number of shares of Additional Stock
which may be obtained upon conversion of such Convertible Securities. No further
adjustment of the  Conversion  Price  adjusted upon the issuance of such rights,
options  or  Convertible  Securities  shall  be made as a result  of the  actual
issuance of  Additional  Stock on the  exercise of any such rights or options or
the conversion of any such Convertible Securities.

     (iv) For the purpose of the adjustment  provided for herein, if at any time
or from time to time after the date  hereof,  the  Corporation  shall  issue any
rights or options in respect of Convertible Securities, then, in each such case,
if the Effective Price thereof is less than the then current  Conversion  Price,
the  Corporation  shall be deemed to have issued at the time of the  issuance of
such rights or options the maximum  amount of  Additional  Stock  issuable  upon
conversion of the total amount of Convertible  Securities covered by such rights
or options  and to have  received  as  consideration  for the  issuance  of such
Additional  Stock  an  amount  equal to the  amount  of  consideration,  if any,
received by the Corporation for the issuance of such rights or options, plus the
minimum amounts of  consideration,  if any,  payable to the Corporation upon the
exercise of such rights or options plus the minimum amounts of consideration, if
any,  payable  to the  Corporation  upon  the  conversion  of  such  Convertible
Securities. "Effective Price" shall mean the quotient determined by dividing the
total amount of such  consideration by such maximum amount of Additional  Stock.
No further  adjustment of such  Conversion  Price  adjusted upon the issuance of
such rights or options  shall be made as a result of the actual  issuance of the
Convertible  Securities  upon the exercise of such rights or options or upon the
actual  issuance of Additional  Stock upon the  conversion  of such  Convertible
Securities.

                                        6
<PAGE>

     (v) The term  "Additional  Stock" as used  herein  shall mean all shares of
Common Stock issued or deemed issued by the  Corporation  after the date hereof,
whether or not subsequently reacquired or retired by the Corporation, other than
pursuant to (i) employee,  consultant or director stock option plan(s) providing
for the issuance of up to 1,000,000 shares of Common Stock approved by the Board
of Directors of the Corporation , (ii) up to 1,000,000 shares of Common Stock on
terms and  conditions as the Board of Directors of the  Corporation  determines,
and (iii) Common Stock issued or deemed  issued at a price equal to or above the
existing Conversion Price at the time of issuance of such Common Stock.

     5.   Redemption.
          -----------

     (a) The Corporation may, at its option,  from time to time redeem the whole
or any part of the shares of Series A Preferred  Stock, and the redemption price
thereof  shall be equal to the Issue Price of the shares so  redeemed,  plus the
amount of unpaid accumulated  dividends,  if any, to the date of such redemption
("Redemption  Amount").  The Corporation may only redeem  outstanding  shares of
Series A Preferred  Stock after giving each record  holder of Series A Preferred
Stock at such holder's last address, as shown on the records of the Corporation,
at least twenty  (20),  but not more than fifty (50),  days'  notice  thereof in
writing.  Except as may be  limited  herein,  all such  redemptions  of Series A
Preferred  Stock  shall  be  effected  in  accordance  with  any  procedure  for
redemptions set forth in Section 7-106-401 of the Colorado Business  Corporation
Act.

     (b) Shares of Series A Preferred Stock which are redeemed shall be restored
to the status of authorized but unissued shares but undesignated as to series.

     (c) There is no mandatory  redemption or sinking fund to be established for
the redemption of the Series A Preferred Stock.

     (d) If fewer than all of the shares of the Series A Preferred  Stock are to
be redeemed, the Corporation will select those to be redeemed pro rata or by lot
in such manner as the Board of Directors may determine.

     (e) Notice of the proposed  redemption shall be sent by or on behalf of the
Corporation,  by certified mail, postage prepaid or by overnight courier, to the
holders of record of the Series A Preferred Stock at their address as may appear
on the records of the Corporation, not less than twenty (20) nor more than fifty
(50) days prior to the redemption  date.  During the time following  delivery of
the notice of  redemption,  and prior to the actual  date fixed for  redemption,
holders  of the  Series A  Preferred  Stock may  convert  any shares of Series A
Preferred  Stock  owned  by them  into  Common  Stock  in  accordance  with  the
provisions of Section 4 hereof.  Notice of the proposed redemption shall include
(i) the election of the  Corporation  to redeem such  shares,  (ii) the proposed
date of  redemption  ("Redemption  Date") (iii) the place or places at which the
shares  called for  redemption  shall,  upon  presentation  and surrender of the
certificates,  be  redeemed,  (iv) the  redemption  price,  and (v) the name and
address of any redemption agent selected by the Corporation. The Corporation may
act as the redemption agent to redeem the Series A Preferred Stock.

                                        7
<PAGE>

     (f) If notice of redemption shall have been given as hereinabove  provided,
and the  Corporation  shall not default in the payment of the redemption  price,
then each  holder of Series A Preferred  Stock  called for  redemption  shall be
entitled to all  preferences  and  relative  and other  rights  afforded by this
resolution  until and including the date  immediately  preceding the  Redemption
Date. If,  however,  the  Corporation  shall fail to make payment or delivery as
above  mentioned  on the  Redemption  Date,  then each  holder  of the  Series A
Preferred  Stock called for redemption  shall be entitled to all preferences and
relative and other rights  afforded by this  resolution  until and including the
date  immediately  preceding  the date of final  payment.  From  and  after  the
Redemption  Date or, if the  Corporation  shall  default  in making  payment  or
delivery  on the  Redemption  Date,  the date of  final  payment,  the  Series A
Preferred Stock called for redemption shall no longer be deemed  outstanding and
all rights of the holders thereof shall cease and terminate  except the right to
receive the Redemption Amount.

     (g) On or before the date fixed for  redemption,  the Company shall provide
for  payment of a sum  sufficient  to redeem the  shares  called for  redemption
either (1) by setting aside the sum, separate from its other funds, in trust for
the benefit of the holders of the shares to be  redeemed,  or (2) by  depositing
such  sum  in a  bank  or  trust  company  as a  trust  fund,  with  irrevocable
instructions  and authority to the bank or trust company to give or complete the
notice of redemption and to pay, on or after the date fixed for redemption,  the
Redemption Price on surrender of certificates  evidencing the shares of Series A
Preferred  Stock  called  for  redemption.  From and  after  the date  fixed for
redemption unless the Corporation shall default,  (a) the shares shall be deemed
to be  redeemed,  (b)  dividends  thereon  shall cease to  accumulate,  (c) such
setting  aside or  deposit  shall be deemed to  constitute  full  payment of the
shares,  (d) the  shares  shall no longer be deemed to be  outstanding,  (e) the
holders thereof shall cease to be shareholders with respect to such shares,  and
(f) the holders  thereof shall have no rights with respect  thereto,  except the
right to  receive  their  proportionate  shares of the fund set  aside  pursuant
hereto  or  deposited  upon  surrender  of their  respective  certificates.  Any
interest accrued on funds set aside pursuant hereto or deposited shall belong to
the  Corporation.  If the  holders of shares do not,  within two (2) years after
such deposit,  claim any amount so deposited for redemption thereof, the bank or
trust company shall upon demand pay over to the Company the balance of the funds
so deposited,  and the bank or trust company shall  thereupon be relieved of all
responsibility to such holders.

     (h) Notwithstanding any language herein to the contrary,  in no event shall
shares of Series A  Preferred  Stock be redeemed  by the  Corporation  until the
holder  shall  have  determined  in good  faith  that it is not  subject  to any
liability  pursuant to Section 16 of the Securities  Exchange Act of 1934 or any
successor  provision.  All dates for  redemption  shall be postponed  until such
determination is made by the holder.

     6.   Liquidation Rights.
          -------------------

     (a) In the event of any voluntary or involuntary  liquidation,  dissolution
or winding up of the  Corporation,  the  holders of shares of Series A Preferred
Stock  then  outstanding  shall be  entitled  or  receive  out of  assets of the
Corporation  available for  distribution  to stockholders an amount equal to the
Issue Price per share, plus accumulated and unpaid dividends thereon to the date
fixed for distribution,  before any distribution of assets is made to holders of
Common Stock or of any other class of capital stock of the  Corporation  ranking

                                        8
<PAGE>

junior to the Series A Preferred Stock as to liquidation.  If upon any voluntary
or involuntary  liquidation,  dissolution or winding up of the Corporation,  the
amounts  payable  with  respect to the Series A Preferred  Stock are not paid in
full,  the  holders of the Series A Preferred  Stock shall share  ratably in any
such  distribution  of  assets  of the  Corporation  in  proportion  to the full
respective preferential amounts to which they are entitled. After payment of the
full amount of the  liquidating  distribution  to which they are  entitled,  the
holders  of shares of Series A  Preferred  Stock  shall not be  entitled  to any
further participation in any distribution of assets by the Corporation.

     (b) Neither the  consolidation  of nor merging of the  Corporation  with or
into any  other  corporation  or  corporations,  nor the sale or lease of all or
substantially  all of the  assets  of the  Corporation,  shall be deemed to be a
liquidation,  dissolution or a winding up of the Corporation  within the meaning
of any of the provisions of this Section 6.

     7. Transfer.
        ---------
     The Series A  Preferred  Stock and the shares of Common  Stock  issuable on
conversion  thereof may not be  transferred  without prior  compliance  with the
Securities  Act of 1933 and  restrictive  legends to such effect shall be placed
upon and stop  transfer  orders  issued with  respect to the stock  certificates
representing  such  shares.  Prior to any  conversion  of the Series A Preferred
Stock into shares of the Common Stock as  described  in  paragraph 4 above,  the
holders (or any  subsequent  holders)  may only  transfer the Series A Preferred
Stock in a transaction  involving the transfer of all unconverted  shares of the
Series A Preferred Stock to the subsequent holder."

     The name and mailing  address of the individual who causes this document to
be delivered for filing,  and to whom the Secretary of State may deliver  notice
if filing of this  document is  refused,  is Philip J.  Davis,  Chief  Executive
Officer, 5459 South Iris Street, Littleton,  Colorado 80123 and his phone number
is (303) 932-9998.

                                        9