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                                                                     EXHIBIT 3.1


             SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                      of
                             HINES HOLDINGS, INC.

          ONE:    The name of the Corporation is Hines Holdings, Inc.

          TWO:    The registered office of the Corporation within the State of
Nevada is located at c/o CSC Services of Nevada, Inc., 502 East John Street,
Carson City, Nevada 89706.

          THREE:  The purpose for which the Corporation is organized is to
engage in any lawful activity.

          FOUR:

     AUTHORIZED SHARES  The total number of shares of all classes of capital
     stock which the Corporation has authority to issue is 52,050,000 shares,
     consisting of:

          (1) 50,000 shares of 12% Cumulative Redeemable Senior Preferred Stock,
              par value $.0l per share (the "Class A Preferred");

          (2) 22,000,000 shares of 12% Cumulative Redeemable Junior Preferred
              Stock, par value $.0l per share (the "Class B Preferred"); and

          (3) 30,000,000 shares of Common Stock, par value $.0l per share (the
              "Common Stock").

          The Class A Preferred and the Class B Preferred are collectively
referred to herein as the "Preferred Stock."  The Preferred Stock and the Common
Stock are collectively referred to herein as "Stock."  The shares of Stock shall
have the rights, preferences and limitations set forth below.

A.   CLASS A PREFERRED STOCK

          Section 1.  Dividends.

          1A.  General Obligation.  When and as declared by the Corporation's
Board of Directors (the "Board") and to the extent permitted under the General
Corporation Law of the State of

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Nevada (the "Nevada Act"), the Corporation shall pay preferential dividends in
cash to the holders of the Class A Preferred as provided in this Section 1.
Dividends on each share of the Class A Preferred (a "Class A Share") shall
accrue on a daily basis at the rate of 12% per annum of the sum of the
Liquidation Value thereof plus all accumulated and unpaid dividends thereon from
and including the date of issuance of such Class A Share to and including the
first to occur of (i) the date on which the Liquidation Value of such Class A
Share (plus all accrued and unpaid dividends thereon) is paid to the holder
thereof in connection with the liquidation of the Corporation or the redemption
of such Class A Share by the Corporation or (ii) the date on which such share is
otherwise acquired by the Corporation. Such dividends shall accrue whether or
not they have been declared and whether or not there are profits, surplus or
other funds of the Corporation legally available for the payment of dividends.
The date on which the Corporation initially issues any Class A Share shall be
deemed to be its "date of issuance" regardless of the number of times transfer
of such Class A Share is made on the stock records maintained by or for the
Corporation and regardless of the number of certificates which may be issued to
evidence such Class A Share.

          1B.  Dividend Reference Dates.  To the extent not paid on March 31,
June 30, September 30 and December 31 of each year, beginning on March 31, June
30, September 30 and December 31 following the date of issuance of a Class A
Share (the "Dividend Reference Dates"), all dividends which have accrued on such
Class A Share outstanding during the three-month period (or other period in the
case of the initial Dividend Reference Date) ending upon each such Dividend
Reference Date shall be accumulated and shall remain accumulated dividends with
respect to such Class A Share until paid to the holder thereof.

          1C.  Distribution of Partial Dividend Payments.  Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Class A Shares, such payment shall
be distributed pro rata among the holders thereof based upon the number of Class
A Shares held by each such holder.

          Section 2.  Liquidation.  Upon any liquidation, dissolution or winding
up of the Corporation (whether voluntary or involuntary), each holder of Class A
Shares shall be entitled to be paid, before any distribution or payment is made
upon any Junior Securities, an amount in cash equal to the aggregate Liquidation
Value of all Class A Shares held by such holder (plus all accrued and unpaid
dividends thereon), and the holders of Class A Shares shall not be entitled to
any further payment.  If upon any such liquidation, dissolution or winding up of
the Corporation the Corporation's assets to be distributed among the holders of
the Class A Shares are insufficient to permit payment to such holders of the
aggregate amount which they are entitled to be paid under this Section 2, then
the entire assets available to be distributed to the Corporation's stockholders
shall be distributed pro rata among such holders based upon the number of Class
A Shares held by each such holder.  Prior to the liquidation, dissolution or
winding up of the Corporation, the Corporation shall declare for payment all
accrued and unpaid dividends with respect to the Class A Shares.  Not less than
60 days prior to the payment date stated therein, the Corporation shall mail
written notice of

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any such liquidation, dissolution or winding up to each record holder of Class A
Shares, setting forth in reasonable detail the amount of proceeds to be paid
with respect to each Class A Share, each share of Class B Preferred Stock and
each share of Common Stock in connection with such liquidation, dissolution or
winding up. Neither the consolidation or merger of the Corporation into or with
any other entity or entities (whether or not the Corporation is the surviving
entity), nor the sale or transfer by the Corporation of all or any part of its
assets, nor the reduction of the capital stock of the Corporation nor any other
form of recapitalization or reorganization affecting the Corporation shall be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section 2.

          Section 3.  Priority of Class A Preferred on Dividends and
Redemptions.  So long as any Class A Shares remain outstanding, without the
prior written consent of the holders of a majority of the outstanding Class A
Shares, the Corporation shall not, nor shall it permit any Subsidiary to,
redeem, purchase or otherwise acquire directly or indirectly any Junior
Securities, nor shall the Corporation directly or indirectly pay or declare any
dividend or make any distribution upon (i) any Junior Securities or (ii) any
equity securities issued by the Subsidiaries other than any Subsidiary which is
directly or indirectly wholly-owned by the Corporation; provided that the
Corporation may repurchase shares of Class B Preferred and Common Stock from
present or former employees of the Corporation and its Subsidiaries in
accordance with the provisions of the Stockholders Agreement and the Management
Stock Agreements.

          Section 4.  Redemptions.

          4A.  Scheduled Redemption.  The Corporation shall redeem all of the
shares of Class A Preferred (or such lesser number then outstanding) on December
31, 2006 (the "Scheduled Redemption Date"), at a price per Class A Share equal
to the Liquidation Value thereof (plus all accrued and unpaid dividends
thereon).

          4B.  Optional Redemptions.  The Corporation may at any time and from
time to time redeem all or any portion of the Class A Shares then outstanding.
Upon any such redemption, the Corporation shall pay a price per Class A Share
equal to the Liquidation Value thereof (plus all accrued and unpaid dividends
thereon).  No redemption pursuant to this paragraph may be made for less than
100 Class A Shares (or such lesser number of Class A Shares then outstanding),
and redemptions made pursuant to this paragraph shall not relieve the
Corporation of its obligation to redeem Class A Shares on the Scheduled
Redemption Date.

          4C.  Redemption Payments.  For each Class A Share which is to be
redeemed hereunder, the Corporation shall be obligated on the Redemption Date to
pay to the holder thereof (upon surrender by such holder at the Corporation's
principal office of the certificate representing such Class A Share) an amount
in immediately available funds equal to the Liquidation Value of such Class A
Share (plus all accrued and unpaid dividends thereon).  If the funds of the
Corporation

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legally available for redemption of Class A Shares on any Redemption Date are
insufficient to redeem the total number of Class A Shares to be redeemed on such
date, those funds which are legally available shall be used to redeem the
maximum possible number of Class A Shares pro rata among the holders of the
Class A Shares to be redeemed based upon the number of Class A Shares held by
each such holder (plus all accrued and unpaid dividends thereon). At any time
thereafter when additional funds of the Corporation are legally available for
the redemption of Class A Shares, such funds shall immediately be used to redeem
the balance of the Class A Shares which the Corporation has become obligated to
redeem on any Redemption Date but which it has not redeemed. Prior to any
redemption of Class A Shares, the Corporation shall declare for payment all
accrued and unpaid dividends with respect to the Class A Shares which are to be
redeemed.

          4D.  Notice of Redemption.  Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of any Class A Shares
to each record holder thereof not more than 60 nor less than 30 days prior to
the date on which such redemption is to be made. In case fewer than the total
number of Class A Shares represented by any certificate are redeemed, a new
certificate representing the number of unredeemed Class A Shares shall be issued
to the holder thereof without cost to such holder within five business days
after surrender of the certificate representing the redeemed Class A Shares.

          4E.  Determination of the Number of Each Holder's Shares to be
Redeemed.  The number of Class A Shares to be redeemed from each holder thereof
in redemptions hereunder shall be the number of Class A Shares determined by
multiplying the total number of Class A Shares to be redeemed times a fraction,
the numerator of which shall be the total number of Class A Shares then held by
such holder and the denominator of which shall be the total number of Class A
Shares then outstanding.

          4F.  Dividends After Redemption Date.  No Class A Share shall be
entitled to any dividends accruing after the date on which the Liquidation Value
of such Class A Share (plus all accrued and unpaid dividends thereon) is paid to
the holder of such Class A Share.  On such date, all rights of the holder of
such Class A Share shall cease, and such Class A Share shall no longer be deemed
to be issued and outstanding.

          4G.  Redeemed or Otherwise Acquired Shares.  Any Class A Shares which
are redeemed or otherwise acquired by the Corporation shall be canceled and
retired to authorized but unissued shares and shall not be reissued, sold or
transferred.

          4H.  Special Redemptions.

          (1)    If a Change in Ownership has occurred or the Corporation
obtains knowledge that a Change in Ownership is proposed to occur, the
Corporation shall give prompt

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written notice of such Change in Ownership describing in reasonable detail the
material terms and date of consummation thereof to each holder of Class A
Shares, but in any event such notice shall not be given later than the
occurrence of such Change in Ownership, and the Corporation shall give each
holder of Class A Shares prompt written notice of any material change in the
terms or timing of such transaction. The Corporation shall redeem all of the
Class A Shares outstanding at a price per Class A Share equal to Liquidation
Value thereof (plus all accrued and unpaid dividends thereon) prior to the later
of (a) 21 days after date of the Corpora tion's notice (but in no event later
than the date of the consummation of the Change in Ownership) and (b) five days
prior to the consummation of the Change in Ownership (the "Expiration Date").

          The term "Change in Ownership" means any sale, transfer or issuance or
series of sales, transfers and/or issuances of Common Stock or other capital
stock by the Corporation or any holders thereof which results in any Person or
group of Persons (as the term "group" is used under the Securities Exchange Act
of 1934), other than the holders of Common Stock as of the date of the Purchase
Agreement, owning (a) capital stock of the Corporation possessing the voting
power (under ordinary circumstances) to elect a majority of the Corporation's
Board of Directors or (b) more than 50% of the Common Stock outstanding at the
time of such sale, transfer or issuance or series of sales, transfers and/or
issuances.

               (2)  If a Fundamental Change is proposed to occur, the
Corporation shall give prompt written notice of such Fundamental Change
describing in reasonable detail the material terms and date of consummation
thereof to each holder of Class A Shares, and the Corporation shall give each
holder of Class A Shares prompt written notice of any material change in the
terms or timing of such transaction. The Corporation shall redeem all of the
outstanding Class A Shares at a price per Class A Share equal to the Liquidation
Value thereof (plus all accrued and unpaid dividends thereon) prior to the later
of (a) ten days prior to the consummation of the Fundamental Change or (b) ten
days after the date of the Corporation's notice (but in no event later than the
date of the consummation of the Fundamental Change).

          The term "Fundamental Change" means (a) any sale or transfer of more
than 50% of the assets of the Corporation and its Subsidiaries on a consolidated
basis (measured either by book value in accordance with generally accepted
accounting principles consistently applied or by fair market value determined in
the reasonable good faith judgment of the Corporation's Board of Directors) in
any transaction or series of transactions (other than sales in the ordinary
course of business) and (b) any merger or consolidation to which the Corporation
is a party, except for a merger in which the Corporation is the surviving
corporation, the terms of the Class A Shares are not changed and the Class A
Shares are not exchanged for cash, securities or other property, and after
giving effect to such merger, the holders of the Corporation's outstanding
capital stock possessing a majority of the voting power (under ordinary
circumstances) to elect a majority of the Corporation's Board of Directors
immediately prior to the merger shall continue to own the Corpora  tion's
outstanding capital stock possessing the voting power (under ordinary
circumstances) to elect a

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majority of the Corporation's Board of Directors.

          Section 5.  Voting Rights.  Except as otherwise provided herein and as
otherwise required by applicable law, the Class A Shares shall have no voting
rights; provided that each holder of Class A Shares shall be entitled to notice
of all stockholders meetings at the same time and in the same manner as notice
is given to all stockholders entitled to vote at such meetings.

          Section 6.  Conversion.

          6A.  At least 60 but not more than 120 days prior to effecting a
Qualified Public Offering, the Corporation shall deliver written notice to each
holder of Class A Shares describing the conversion rights of the holders of
Class A Shares under this Section 6.  At least 5 business days prior to the
consummation of such Qualified Public Offering, any holder of Class A Shares may
require, at its option and by delivering written notice to the Corporation, the
conversion of all, but not less than all, of the Class A Shares (including any
fraction of a share) held by such holder and its Affiliates into a number of
shares of Common Stock computed by multiplying the number of Class A Shares to
be converted by the Liquidation Value of such shares (plus all accrued and
unpaid dividends thereon) and dividing the result by the Corporation's offering
price (net of any sales or underwriting commissions) of one share of Common
Stock actually sold in such Qualified Public Offering.  Any such conversion
shall only be effected at the time of and shall be subject to the closing of the
sale of shares of Common Stock pursuant to such Qualified Public Offering.

          6B.  Except as otherwise provided herein, the conversion of any Class
A Share shall be deemed to have been effected as of the close of business on the
date of the consummation of the Qualified Public Offering, notwithstanding
whether the certificate or certificates representing the Class A Share to be
converted have been surrendered for conversion to the Corporation at its
principal office or otherwise.  At the time any such conversion has been
effected, the rights of the holder of the Class A Shares converted as a holder
of Class A Shares shall cease and the Person or Persons in whose name or names
any certificate or certificates for shares of Common Stock are to be issued upon
such conversion shall be deemed to have become the holder or holders of record
of the shares of Common Stock represented thereby.

          6C.  The conversion rights of any Class A Share subject to redemption
hereunder shall terminate on the Redemption Date for such Class A Share unless
the Corporation has failed to pay to the holder thereof the Liquidation Value of
such Class A Share (plus all accrued and unpaid dividends thereon).

          6D.  As soon as possible after the conversion has been effected, the
Corporation shall deliver to each converting holder:

               (1) a certificate or certificates representing the number of
shares

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of Common Stock issuable by reason of such conversion in such name or names and
such denomination or denominations as the converting holder has specified; and

               (2) the amount payable under paragraph 6H below with respect
to such conversion.

          6E.   The issuance of certificates for shares of Common Stock upon
conversion of Class A Shares shall be made without charge to the holders of such
Class A Share for any issuance tax in respect thereof or other cost incurred by
the Corporation in connection with such conversion and the related issuance of
shares of Common Stock.  Upon conversion of each Class A Share, the Corporation
shall take all such actions as are necessary in order to insure that the Common
Stock issuable with respect to such conversion shall be validly issued, fully
paid and nonassessable, free and clear of all taxes, liens, charges and
encumbrances with respect to the issuance thereof.

          6F.   The Corporation shall not close its books against the transfer
of Class A Shares or of Common Stock issued or issuable upon conversion of Class
A Shares in any manner which interferes with the timely conversion of Class A
Shares.  The Corporation shall assist and cooperate with any holder of Class A
Shares required to make any governmental filings or obtain any governmental
approval prior to or in connection with any conversion of Class A Shares
hereunder (including, without limitation, making any filings required to be made
by the Corporation).

          6G.   Prior to the consummation of a Qualified Public Offering, the
Corporation shall reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of issuance upon the conversion
of the Class A Shares, such number of shares of Common Stock issuable upon the
conversion of all outstanding Class A Shares.  All shares of Common Stock shall
be duly and validly issued, fully paid and nonassessable and free from all
taxes, liens and charges.  The Corporation shall take all such actions as may be
necessary to assure that all such shares of Common Stock may be so issued
without violation of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which shares of Common
Stock may be listed (except for official notice of issuance which shall be
immediately delivered by the Corporation upon each such issuance).

          6H.   If any fractional interest in a share of Common Stock would,
except for the provisions of this subparagraph, be delivered upon any conversion
of Class A Shares, the Corporation, in lieu of delivering the fractional share
therefor, shall pay an amount to the holder thereof equal to the market price of
such fractional interest as of the date of conversion.

          Section 7.  Registration of Transfer. The Corporation shall keep at
its principal office a register for the registration of Class A Shares.  Upon
the surrender of any certificate representing Class A Shares at such place, the
Corporation shall, at the request of the record holder of such

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certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Class A Shares represented by the surrendered certificate. Each
such new certificate shall be registered in such name and shall represent such
number of Class A Shares as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered
certificate, and dividends shall accrue on the Class A Shares represented by
such new certificate from the date to which dividends have been fully paid on
such Class A Shares represented by the surrendered certificate.

          Section 8.  Replacement.  Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of Class A Preferred, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that if the holder is a financial
institution or other institutional investor its own agreement shall be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
Class A Shares represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate, and dividends shall accrue on the Class A Preferred represented by
such new certificate from the date to which dividends have been fully paid on
such lost, stolen, destroyed or mutilated certificate.

          Section 9.  Events of Noncompliance.

          9A.  Definition.  An Event of Noncompliance shall have occurred if:

               (1)   the Corporation fails to make any redemption payment with
respect to the Class A Shares which it is required to make hereunder, whether or
not such payment is legally permissible or is prohibited by any agreement to
which the Corporation is subject;

               (2) the Corporation or any Subsidiary (a) makes an assignment for
the benefit of creditors or admits in writing its inability to pay its debts
generally as they become due, (b) an order, judgment or decree is entered
adjudicating the Corporation or any Subsidiary bankrupt or insolvent, (c) any
order for relief with respect to the Corporation or any Subsidiary is entered
under the United States Federal Bankruptcy Code or under any similar laws of
Canada, (d) the Corporation or any Subsidiary petitions or applies to any
tribunal for the appointment of a custodian, trustee, receiver or liquidator of
the Corporation or any Subsidiary or of any substantial part of the assets of
the Corporation or any Subsidiary, or commences any proceeding (other than a
proceeding for the voluntary liquidation and dissolution of a Subsidiary)
relating to the Corporation or any Subsidiary under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, (e) or any such petition or application is
filed, or any such proceeding is commenced, against the Corporation or any
Subsidiary and either (1) the

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Corporation or any such Subsidiary by any act indicates its approval thereof,
consent thereto or acquiescence therein or (2) such petition, application or
proceeding is not dismissed within 60 days; or

               (3) the Corporation breaches or otherwise fails to perform or
observe in any material respect any other material covenant or agreement set
forth herein or in the Pur chase Agreement or in the Second Purchase Agreement
and fails to cure such breach or failure within 15 days after receipt of written
notice of such breach or failure from any holder of Class A Shares.

          9B.  Consequences of an Event of Noncompliance.

               (1) If an Event of Noncompliance as set forth in paragraph 9A(2)
has occurred, any holder of Class A Shares may demand (by written notice
delivered to the Corporation) immediate redemption of all, but not less than
all, of the Class A Shares owned by such holder and its Affiliates at a price
per share equal to the Liquidation Value thereof (plus all accrued and unpaid
dividends thereon). The Corporation shall give prompt written notice of such
election to the other holders of Class A Shares (but in any event within five
days after receipt of the initial demand for redemption), and each such other
holder may demand immediate redemption of all or any portion of such holder's
Class A Shares by giving written notice thereof to the Corporation within 7 days
after receipt of the Corporation's notice. The Corporation shall redeem all
Class A Shares as to which rights under this paragraph have been exercised
within 15 days after receipt of the initial demand for redemption.

               (2) If an Event of Noncompliance as set forth in paragraph 9A(1)
or (3) has occurred, the number of directors constituting the Corporation's
board of directors shall, at the request of the holders of a majority of the
Class A Shares then outstanding, be increased by one director, and the holders
of Class A Shares shall have the special right, voting separately as a single
class (with each share being entitled to one vote) and to the exclusion of all
other classes of the Corporation's stock, to elect one individual to fill such
newly created directorship, to remove any individuals elected to such
directorship and to fill any vacancies in such directorship. The special right
of the holders of Class A Shares to elect a member of the Board of Directors may
be exercised at the special meeting called pursuant to this subparagraph (2)
and, to the extent and in the manner permitted by applicable law, pursuant to a
written consent in lieu of a stockholders meeting. Such special right shall
continue until such time as there is no longer an Event of Noncompliance under
subparagraph 9A(1) or (3) in existence, at which time such special right shall
terminate subject to revesting upon the occurrence and continuation of any Event
of Noncompliance which gives rise to such special right hereunder.

          At any time when such special right has vested in the holders of Class
A Shares, a proper officer of the Corporation shall, upon the written request of
the holder of at least 10% of the Class A Shares then outstanding, addressed to
the secretary of the Corporation, call a

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special meeting of the holders of Class A Shares for the purpose of electing
directors pursuant to this subparagraph. Such meeting shall be held at the
earliest legally permissible date at the principal office of the Corporation, or
at such other place designated by the holders of at least 10% of the Class A
Shares then outstanding. If such meeting has not been called by a proper officer
of the Corporation within 10 days after personal service of such written request
upon the secretary of the Corporation or within 20 days after mailing the same
to the secretary of the Corporation at its principal office, then the holders of
at least 10% of the Class A Shares then outstanding may designate in writing one
of their number to call such meeting at the expense of the Corporation, and such
meeting may be called by such Person so designated upon the notice required for
annual meetings of stockholders and shall be held at the Corporation's principal
office, or at such other place designated by the holders of at least 10% of the
Class A Shares then outstanding. Any holder of Class A Shares so designated
shall be given access to the stock record books of the Corporation for the
purpose of causing a meeting of stockholders to be called pursuant to this
subparagraph.

          At any meeting or at any adjournment thereof at which the holders of
Class A Shares have the special right to elect a director, the presence, in
person or by proxy, of the holders of a majority of the Class A Shares then
outstanding shall be required to constitute a quorum for the election or removal
of any director by the holders of the Class A Shares exercising such special
right.  The vote of a majority of such quorum shall be required to elect or
remove any such director.

          Any director so elected by the holders of Class A Shares shall
continue to serve as a director until the expiration of the lesser of (a) a
period of six months following the date on which there is not longer any Event
of Noncompliance under subparagraph 9A(1) in existence or (b) the remaining
period of the full term for which such director has been elected.  After the
expiration of such six-month period or when the full term for which such
director has been elected ceases (provided that the special right to elect
directors has terminated), as the case may be, the number of directors
constituting the board of directors of the Corporation shall decrease to such
number as constituted the whole board of directors of the Corporation
immediately prior to the occurrence of the Event or Events of Noncompliance
giving rise to the special right to elect directors.

          Section 10.  Definitions.  For purposes of this Part B, the following
terms shall have the following definitions:

          "Junior Securities" means any capital stock or other equity securities
of the Corporation, except for the Class A Preferred.

          "Liquidation Value" of any Class A Share as of any particular date
shall be equal to $1,000.00.

          "Management Stock Agreements" means the several Management Stock
Agreements

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entered into as of May 24, 1996 by the Corporation and employees of Subsidiaries
of the Corporation, or any similar agreements entered into from time to time by
the Corporation and employees of the Corporation or its Subsidiaries.

          "Purchase Agreement" means the Preferred Stock and Warrant Purchase
Agreement, dated as of November 27, 1996, between the Corporation and the
Persons named therein.

          "Qualified Public Offering" means the sale in an underwritten public
offering registered under the Securities Act of 1933, as amended, of shares of
the Corporation's Common Stock having an aggregate offering value of at least
$10 million.

          "Redemption Date" as to any Class A Share means the date specified in
the notice of any redemption at the Corporation's option or the applicable date
specified herein in the case of any other redemption; provided that no such date
shall be a Redemption Date unless the Liquidation Value of such Class A Share
(plus all accrued and unpaid dividends thereon and any required premium with
respect thereto) is actually paid in full on such date, and if not so paid in
full, the Redemption Date shall be the date on which such amount is fully paid.

          "Second Purchase Agreement" means the Preferred Stock and Warrant
Purchase Agreement, dated as of December 16, 1997, between the Corporation and
the Persons named therein.

          "Stockholders Agreement" means the Stockholders Agreement, dated as of
August 4, 1995, by and among the Corporation and the stockholders named therein,
as amended from time to time.

          "Subsidiary" means any corporation of which the shares of outstanding
capital stock possessing the voting power (under ordinary circumstances) in
electing the board of directors are, at the time as of which any determination
is being made, owned by the Corporation either directly or indirectly through
Subsidiaries.

          Section 11.  Amendment and Waiver.  No amendment, modification or
waiver shall be binding or effective with respect to any provision of this Part
A hereof without the prior written consent of the holders of a majority of the
Class A Shares outstanding at the time such action is taken; provided that no
such action shall change (a) the rate at which or the manner in which dividends
on the Class A Shares accrue or the times at which such dividends become payable
or the amount payable on redemption of the Class A Shares or the times at which
redemption of Class A Shares is to occur, without the prior written consent of
the holders of at least 95% of the Class A Shares then outstanding or (b) the
percentage required to approve any change described in clause (a) above, without
the prior written consent of the holders of at least 95% of the Class A Shares
then outstanding; and provided further that no change in the terms hereof may be
accomplished by merger or consolidation of the Corporation with another
corporation or entity unless the Corporation has

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obtained the prior written consent of the holders of the applicable percentage
of the Class A Shares then outstanding. In exercising its rights hereunder, the
Company shall exercise such rights in the same manner with respect to each
holder of Class A Preferred. The Company shall not enter into any other
agreement or conduct any course of dealing which alters the rights or
obligations of any holder of Class A Preferred with respect thereto, without
first offering to each other holder of Class A Preferred the opportunity to
enter into such agreement or course of dealing. The failure of any party at any
time to insist upon strict performance of any condition, promise, agreement or
understanding set forth herein shall not be construed as a waiver or
relinquishment of the right to insist upon strict performance of the same or any
other condition, promise, agreement or understanding at a future time.

          Section 12.  Notices.  Except as otherwise expressly provided
hereunder, all notices referred to herein shall be in writing and shall be
delivered by registered or certified mail, return receipt requested and postage
prepaid, or by reputable overnight courier service, charges prepaid, and shall
be deemed to have been given when so mailed or sent (i) to the Corporation, at
its principal executive offices and (ii) to any stockholder, at such holder's
address as it appears in the stock records of the Corporation (unless otherwise
indicated by any such holder).

B.   CLASS B PREFERRED STOCK

          Section 1.  Dividends.

          1A.  General Obligation.  When and as declared by the Board and to the
extent permitted under the Nevada Act, the Corporation shall pay preferential
dividends in cash to the holders of the Class B Preferred Stock as provided in
this Section 1.  Dividends on each share of the Class B Preferred (a "Class B
Share") shall accrue on a daily basis at the rate of 12% per annum of the sum of
the Liquidation Value thereof plus all accumulated and unpaid dividends thereon
from and including the date of issuance of such Class B Share to and including
the first to occur of (i) the date on which the Liquidation Value of such Class
B Share (plus all accrued and unpaid dividends thereon) is paid to the holder
thereof in connection with the liquidation of the Corporation or the redemption
of such Class B Share by the Corporation or (ii) the date on which such share is
otherwise acquired by the Corporation.  Such dividends shall accrue whether or
not they have been declared and whether or not there are profits, surplus or
other funds of the Corporation legally available for the payment of dividends.
The date on which the Corporation initially issues any Class B Share shall be
deemed to be its "date of issuance" regardless of the number of times transfer
of such Class B Share is made on the stock records maintained by or for the
Corporation and regardless of the number of certificates which may be issued to
evidence such Class B Share.

          1B.  Dividend Reference Dates.  To the extent not paid on March 31,
June 30, September 30 and December 31 of each year, beginning on March 31, June
30, September 30 and December 31 following the date of issuance of a Class B
Share (the "Dividend Reference Dates"),

                                      -12-
<PAGE>

all dividends which have accrued on such Class B Share outstanding during the
three-month period (or other period in the case of the initial Dividend
Reference Date) ending upon each such Dividend Reference Date shall be
accumulated and shall remain accumulated dividends with respect to such Class B
Share until paid to the holder thereof.

          1C.  Distribution of Partial Dividend Payments.  Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Class B Preferred, such payment
shall be distributed pro rata among the holders thereof based upon the number of
Class B Shares held by each such holder.

          Section 2.  Liquidation.  Upon any liquidation, dissolution or winding
up of the Corporation (whether voluntary or involuntary), each holder of Class B
Preferred shall be entitled to be paid, before any distribution or payment is
made upon any Junior Securities, an amount in cash equal to the aggregate
Liquidation Value of all Class B Shares held by such holder (plus all accrued
and unpaid dividends thereon), and the holders of Class B Preferred shall not be
entitled to any further payment.  If upon any such liquidation, dissolution or
winding up of the Corporation the Corporation's assets to be distributed among
the holders of the Class B Preferred are insufficient to permit payment to such
holders of the aggregate amount which they are entitled to be paid under this
Section 2, then the entire assets available to be distributed to the holders of
the Class B Preferred pro rata among such holders based upon the number of Class
B Shares held by each such holder.  Prior to the liquidation, dissolution or
winding up of the Corporation, the Corporation shall declare for payment all
accrued and unpaid dividends with respect to the Class B Preferred.  Not less
than 60 days prior to the payment date stated therein, the Corporation shall
mail written notice of any such liquidation, dissolution or winding up to each
record holder of Class B Preferred, setting forth in reasonable detail the
amount of proceeds to be paid with respect to each Class B Share and each share
of Common Stock in connection with such liquidation, dissolution or winding up.
Neither the consolidation or merger of the Corporation into or with any other
entity or entities (whether or not the Corporation is the surviving entity), nor
the sale or transfer by the Corporation of all or any part of its assets, nor
the reduction of the capital stock of the Corporation nor any other form of
recapitalization or reorganization affecting the Corporation shall be deemed to
be a liquidation, dissolution or winding up of the Corporation within the
meaning of this Section 2.

          Section 3.  Priority of Class B Preferred on Dividends and
Redemptions.  So long as any Class B Preferred remains outstanding, without the
prior written consent of the holders of a majority of the outstanding shares of
Class B Preferred, the Corporation shall not, nor shall it permit any Subsidiary
to, redeem, purchase or otherwise acquire directly or indirectly any Junior
Securities, nor shall the Corporation directly or indirectly pay or declare any
dividend or make any distribution upon any Junior Securities, if at the time of
or immediately after any such redemption, purchase, acquisition, dividend or
distribution the Corporation has failed to pay the full amount of dividends
accrued on the Class B Preferred or the Corporation has failed to make any
redemption of the Class B Preferred required hereunder; provided that the
Corporation may repurchase shares of

                                      -13-
<PAGE>

Class B Preferred and Common Stock from present or former employees of the
Corporation and its Subsidiaries in accordance with the provisions of the
Stockholders Agreement and the Management Stock Agreements.

          Section 4.  Redemptions.

          4A.  Scheduled Redemption.  The Corporation shall redeem all of the
Class B Shares (or such lesser number then outstanding) on January 1, 2007 (the
"Scheduled Redemption Date"), at a price per Class B Share equal to the
Liquidation Value thereof (plus all accrued and unpaid dividends thereon).

          4B.  Optional Redemptions.  The Corporation may at any time and from
time to time redeem all or any portion of the Class B Shares then outstanding.
Upon any such redemption, the Corporation shall pay a price per Class B Share
equal to the Liquidation Value thereof (plus all accrued and unpaid dividends
thereon).  No redemption pursuant to this paragraph may be made for less than
1,000 Class B Shares (or such lesser number of Class B Shares then outstanding),
and redemptions made pursuant to this paragraph shall not relieve the
Corporation of its obligation to redeem Class B Shares on the Scheduled
Redemption Date.

          4C.  Redemption Payments.  For each Class B Share which is to be
redeemed hereunder, the Corporation shall be obligated on the Redemption Date to
pay to the holder thereof (upon surrender by such holder at the Corporation's
principal office of the certificate representing such Class B Share) an amount
in immediately available funds equal to the Liquidation Value of such Class B
Share (plus all accrued and unpaid dividends thereon).  If the funds of the
Corporation legally available for redemption of Class B Shares on any Redemption
Date are insufficient to redeem the total number of Class B Shares to be
redeemed on such date, those funds which are legally available shall be used to
redeem the maximum possible number of Class B Shares pro rata among the holders
of the Class B Shares to be redeemed based upon the number of Class B Shares
held by each such holder (plus all accrued and unpaid dividends thereon).  At
any time thereafter when additional funds of the Corporation are legally
available for the redemption of Class B Shares, such funds shall immediately be
used to redeem the balance of the Class B Shares which the Corporation has
become obligated to redeem on any Redemption Date but which it has not redeemed.
Prior to any redemption of Class B Preferred, the Corporation shall declare for
payment all accrued and unpaid dividends with respect to the Class B Shares
which are to be redeemed.

          4D.  Notice of Redemption. Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of any Class B
Preferred to each record holder thereof not more than 60 nor less than 30 days
prior to the date on which such redemption is to be made. In case fewer than the
total number of Class B Shares represented by any certificate are redeemed, a
new certificate representing the number of unredeemed Class B Shares shall be
issued to the holder thereof without cost to such holder within five business
days after surrender of the certificate

                                      -14-
<PAGE>

representing the redeemed Class B Shares.

          4E.  Determination of the Number of Each Holder's Shares to be
Redeemed.  The number of Class B Shares to be redeemed from each holder thereof
in redemptions hereunder shall be the number of Class B Shares determined by
multiplying the total number of Class B Shares to be redeemed times a fraction,
the numerator of which shall be the total number of Class B Shares then held by
such holder and the denominator of which shall be the total number of Class B
Shares then outstanding.

          4F.  Dividends After Redemption Date.  No Class B Share shall be
entitled to any dividends accruing after the date on which the Liquidation Value
of such Class B Share (plus all accrued and unpaid dividends thereon) is paid to
the holder of such Class B Share. On such date, all rights of the holder of such
Class B Share shall cease, and such Class B Share shall no longer be deemed to
be issued and outstanding.

          4G.  Redeemed or Otherwise Acquired Shares.  Any Class B Shares which
are redeemed or otherwise acquired by the Corporation shall be canceled and
retired to authorized but unissued shares and shall not be reissued, sold or
transferred.

          Section 5.  Voting Rights.  The holders of the Class B Preferred shall
be entitled to vote in the election of directors of the Corporation, together
with the holders of the Common Stock voting together as a single class, with
each Class B Share entitled to one (1) vote per share. Except as otherwise
provided by law, the holders of the Class B Preferred shall not be entitled to
vote on any other matter.

          Section 6.  Registration of Transfer.  The Corporation shall keep at
its principal office a register for the registration of Class B Preferred.  Upon
the surrender of any certificate representing Class B Preferred at such place,
the Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
Class B Shares represented by the surrendered certificate.  Each such new
certificate shall be registered in such name and shall represent such number of
Class B Shares as is requested by the holder of the surrendered certificate and
shall be substantially identical in form to the surrendered certificate, and
dividends shall accrue on the Class B Preferred represented by such new
certificate from the date to which dividends have been fully paid on such Class
B Preferred represented by the surrendered certificate.

          Section 7.  Replacement.  Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of Class B Preferred, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that if the holder is a financial
institution or other institutional investor its

                                      -15-
<PAGE>

own agreement shall be satisfactory), or, in the case of any such mutilation
upon surrender of such certificate, the Corporation shall (at its expense)
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of Class B Shares of such Class represented by such
lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on
the Class B Preferred represented by such new certificate from the date to which
dividends have been fully paid on such lost, stolen, destroyed or mutilated
certificate.

          Section 8.  Definitions.  For purposes of this Part B, the following
terms shall have the following definitions:

          "Junior Securities" means any capital stock or other equity securities
of the, Corporation, except for the Class A Preferred and the Class B Preferred.

          "Liquidation Value" of any Class B Share as of any particular date
shall be equal to $1.00.

          "Management Stock Agreements" means the several Management Stock
Agreements entered into as of May 24, 1996 by the Corporation and employees of
Subsidiaries of the Corporation, or any similar agreements entered into from
time to time by the Corporation and employees of the Corporation or its
Subsidiaries.

          "Redemption Date" as to any Class B Share means the date specified in
the notice of any redemption at the Corporation's option or the applicable date
specified herein in the case of any other redemption; provided that no such date
shall be a Redemption Date unless the Liquidation Value of such Class B Share
(plus all accrued and unpaid dividends thereon and any required premium with
respect thereto) is actually paid in full on such date, and if not so paid in
full, the Redemption Date shall be the date on which such amount is fully paid.

          "Stockholders Agreement" means the Stockholders Agreement dated as of
August 4, 1995 by and among the Corporation and the stockholders named therein,
as amended from time to time.

          "Subsidiary" means any corporation of which the shares of outstanding
capital stock possessing the voting power (under ordinary circumstances) in
electing the board of directors are, at the time as of which any determination
is being made, owned by the Corporation either directly or indirectly through
Subsidiaries.

                                      -16-
<PAGE>

          Section 9.  Amendment and Waiver.  No amendment, modification or
waiver shall be binding or effective with respect to any provision of this
Section B hereof without the prior written consent of the holders of a majority
of the Class B Preferred outstanding at the time such action is taken; provided
that no such action shall change (a) the rate at which or the manner in which
dividends on the Class B Preferred accrue or the times at which such dividends
become payable or the amount payable on redemption of the Class B Preferred or
the times at which redemption of Class B Preferred is to occur, without the
prior written consent of the holders of at least 66 2/3% of the Class B
Preferred then outstanding or (b) the percentage required to approve any change
described in clause (a) above, without the prior written consent of the holders
of at least 66 2/3% of the Class B Preferred then outstanding; and provided
further that no change in the terms hereof may be accomplished by merger or
consolidation of the Corporation with another corporation or entity unless the
Corporation has obtained the prior written consent of the holders of the
applicable percentage of the Class B Preferred then outstanding.f

          Section 10.  Notices.  Except as otherwise expressly provided
hereunder, all notices referred to herein shall be in writing and shall be
delivered by registered or certified mail, return receipt requested and postage
prepaid, or by reputable overnight courier service, charges prepaid, and shall
be deemed to have been given when so mailed, or sent (i) to the Corporation, at
its principal executive offices and (ii) to any stockholder, at such holder's
address as it appears in the stock records of the Corporation (unless otherwise
indicated by any such holder).

C.   COMMON STOCK

          Section 1.  Voting Rights.  Except as otherwise provided in this Part
C or as otherwise required by applicable law, holders of Common Stock shall be
entitled to one (1) vote per share on all matters to be voted on by the
stockholders of the Corporation.

          Section 2.  Dividends.  After dividends on the Preferred Stock shall
have been paid or set apart for payment (to the extent such Preferred Stock may
be entitled thereto), subject to the provisions of Section 3 of Part A, the
Board may declare a dividend upon the Common Stock out of the unrestricted and
unreserved surplus of the Corporation.  As and when dividends are declared or
paid thereon, whether in cash, property or securities of the Corporation, the
holders of Common Stock shall be entitled to participate in such dividends
ratably on a per share basis.

          Section 3.  Liquidation.  Subject to the provisions of the Preferred
Stock, the holders of the Common Stock shall be entitled to participate ratably
on a per share basis in all distributions to the holders of Common Stock in any
liquidation, dissolution or winding up of the Corporation.

          Section 4.  Registration of Transfer.  The Corporation shall keep at
its principal office (or such other place as the Corporation reasonably
designates) a register for the registration of shares of the Common Stock.  Upon
the surrender of any certificate representing shares of any class of

                                      -17-
<PAGE>

Common Stock at such place, the Corporation shall, at the request of the
registered holder of such certificate, execute and deliver a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares of such class represented by the surrendered certificate, and the
Corporation forthwith shall cancel such surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
shares of such class as is requested by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate. The issuance of new certificates shall be made without charge to
the holders of the surrendered certificates for any issuance tax in respect
thereof or other cost incurred by the Corporation in connection with such
issuance.

          Section 5.  Replacement.  Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder will be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing one or more shares of any class of Common Stock, and
in the case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Corporation (provided that if the holder is a
financial institution or other institutional investor its own agreement will be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.

          Section 6.  Notices.   All notices referred to herein shall be in
writing, shall be delivered personally or by first class mail, postage prepaid,
and shall be deemed to have been given when so delivered or mailed to the
Corporation at its principal executive offices and to any stockholder at such
holder's address as it appears in the stock records of the Corporation (unless
otherwise specified in a written notice to the Corporation by such holder), and
said Restated Articles of Incorporation shall continue in full force and effect
until further amended and changed in the manner prescribed by the provisions of
the Nevada Act.

          SIX:      The stock of the Corporation shall be nonassessable.

          SEVEN:    The Corporation shall indemnify its directors, officers,
employees and agents to the fullest extent and under the circumstances permitted
by the Nevada Act, as the same may be amended and supplemented, indemnify under
said law from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said law, and the indemnification provided
for herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.

                                      -18-
<PAGE>

          EIGHT:    The holders of a majority of the issued and outstanding
shares of Common Stock which have voting power shall constitute a quorum at a
meeting of stockholders for the transaction of any business.

          NINE:     Subject to the provisions of paragraph FOUR, Part A Section
11, and Part B Section 9, the Corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Restated Articles of
Incorporation in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

          TEN: The holders of capital stock of the Corporation shall not have a
statutory preemptive right to acquire unissued shares of capital stock, treasury
shares or rights to acquire such shares under the Nevada Act or otherwise.


                          *        *        *        *

                                      -19-
<PAGE>

          The foregoing Restated and Amended Articles of Incorporation of the
Corporation have been approved by the Board of Directors and by the vote of at
least a majority of the voting power of the outstanding shares of capital stock
entitled to vote.  By a resolution adopted by the Board of Directors on December
15, 1997, the undersigned Vice President and Assistant Secretary of the
Corporation have been authorized to execute this certificate and hereby certify
that the foregoing Restated and Amended Articles of Incorporation set forth the
text of the articles of incorporation of the Corporation, as restated and
amended to this date.

          IN WITNESS WHEREOF, the undersigned has executed this certificate as
of the 15th day of  December, 1997.


                                           /s/ Paul R. Wood
                                        ----------------------------------------
                                        Paul R. Wood, Vice President

                                           /s/ Paul R. Wood
                                        ----------------------------------------
                                        Paul R. Wood, Assistant Secretary



STATE OF ILLINOIS   )
                    )    ss.
COUNTY OF COOK      )

          This instrument was acknowledged before me on December 15th, 1997 by
Paul R.  Wood as Vice President of Hines Holdings, Inc.


                          /s/ Thaddine Gomez
                          --------------------------
                                Notary Public

                                      -20-