Exhibit 3(i)

                                                 FEDERAL INDENTIFICATION
Examiner                                         NO.    04-1052250

                      The Commonwealth of Massachusetts
                           William Francis Galvin
                        Secretary of the Commonwealth
           One Ashburton Place, Boston, Massachusetts  02108-1512

                      CERTIFICATE OF VOTE OF DIRECTORS
                   ESTABLISHING A CLASS OR SERIES OF STOCK
                  (General Laws, Chapter 156B, Section 26)

We,    Charles J. Housman,    *President/Vice President(crossed out),
      ---------------------

and     Malcolm D. Finks,     *Clerk/Assistant Clerk(crossed out),
       -------------------

of                       Armatron International, Inc.
                        ------------------------------
                         (Exact name of corporation)

located at:            2 Main Street, Melrose, MA 02176
                      ----------------------------------
              (Street Address of corporation in Massachusetts)

do hereby certify that by unanimous written consent of the directors of the 
corporation dated April 16, 1999, the following vote establishing and 
designating a class or series of stock and determining the relative rights 
and preferences thereof was duly adopted:

That pursuant to the authority expressly granted to and vested in the Board 
of Directors of the Corporation by the provisions of the Restated Articles 
of Organization of the Corporation, the Board of Directors of the 
Corporation deems it advisable to amend the Restated Articles of 
Organization of the Corporation, so as to designate 6,667 shares of 
Preferred Stock, $100.00 par value per share, of the Corporation as Series 
A Preferred Stock (the "Series A Preferred Stock"), such Series A Preferred 
Stock to have the rights preferences, powers, qualification and 
restrictions substantially as set forth in the Certificate of Vote of 
Directors establishing the Series A Preferred Stock attached hereto as 
Exhibit A, with such changes thereto as the President of the Corporation 
shall authorize and approve.

That, the appropriate officers of the Corporation be, and they hereby are, 
authorized and directed to execute and file with the Secretary of State of 
the Commonwealth of Massachusetts the Certificate of Vote of Directors 
establishing the Series A Preferred Stock.


*      Delete the inapplicable words.
Note:  Votes for which the space provided above is not sufficient should be 
       provided on one side of separate 8 1/2 x 11 sheets of white paper, 
       numbered 2A, 2B, etc. with a left margin of at least 1 inch.


SIGNED UNDER THE PENALTIES OF PERJURY, this   16th   day of   April, 1999.
                                             ------          -------------

/s/ Charles J. Housman,     *President/Vice President(crossed out)
-----------------------
    Charles J. Housman

/s/ Malcolm D. Finks,       *Clerk/Assistant Clerk(crossed out)
-----------------------
    Malcolm D. Finks

*     Delete the inapplicable words.


                      THE COMMONWEALTH OF MASSACHUSETTS

                      CERTIFICATE OF VOTE OF DIRECTORS
                  ESTABLISHING A SERIES OF A CLASS OF STOCK
                  (General Laws, Chapter 156B, Section 26)

                        =============================

I hereby approve the within Certificate of Vote of Directors and, the
filing fee in the amount of $______________ having been paid,
said certificate is deemed to have been filed with me this _________
day of ___________, 19__.

                  Effective date:__________________________

                           WILLIAM FRANCIS GALVIN
                        Secretary of the Commonwealth


                       TO BE FILLED IN BY CORPORATION
                    Photocopy of document to be sent to:

                              Malcolm D. Finks
                         Bass Doherty & Finks, P.C.
                           40 Soldiers Field Place
                           Boston, MA  02135-1104
                          Telephone: (617) 787-5551


                                  Exhibit A

1.  Number, Designation and Rank.
    -----------------------------

      (a)  This series shall consist of 6,667 preferred shares in the 
Corporation and shall be designated the Series A Preferred Stock ("Series 
A Preferred Stock").

      (b)  The Series A Preferred Stock shall, with respect to dividend 
rights and rights on liquidation rank prior to all classes or series of 
equity securities of the Corporation, including the Common Stock.

2.  Definitions.
    ------------

      For purposes of this Certificate of Vote of Directors, "Junior Shares" 
shall mean all Common Stock and any other shares of capital stock of the 
Corporation other than the Series A Preferred Stock.

3.  Dividends Rights of Preferred.
    ------------------------------

      The holders of the Series A Preferred Stock shall be entitled to 
receive, out of any assets at the time legally available therefor, dividends 
per share in cash at the rate of 10% per annum multiplied by $2,000,100 (as 
adjusted for any stock dividends, stock splits, recapitalizations, 
consolidations or the like), payable in preference and priority to any 
payment of any dividend on Junior Shares.  The right to such dividends shall 
be cumulative and shall accrue and compound on a daily basis, regardless of 
whether the Board of Directors has declared a dividend payment or whether 
there are any profits, surplus or other funds of the Corporation available 
for dividends, beginning on the date this Certificate of Vote is executed 
(the "Original Issuance Date").  Dividends shall be payable quarterly on the 
last day of each March, June, September and December.  All cash payments of 
dividends with respect to the Series A Preferred Stock shall be made in such 
coin or currency of the United States of America as at the time of payment 
shall be legal tender for the payment of public and private debts.  If at any 
time the Corporation pays less than the total amount of accumulated and 
unpaid dividends with respect to the Series A Preferred Stock because there 
exists no funds at the time legally available therefor, such payment shall be 
distributed ratably among the holders of the Series A Preferred Stock based 
upon the number of shares of Series A Preferred Stock held by each such 
holder and any accumulated and unpaid dividends shall be payable at the end 
of the next succeeding quarter in which such funds are legally available, on 
the basis set forth above, after the dividends to be paid in that quarter 
have been paid.  No dividends shall be paid on any Junior Shares unless (i) 
the stated dividend provided for in the first sentence of this Paragraph 3 
shall theretofore have been declared and paid in full on all shares of Series 
A Preferred Stock then outstanding, and (ii) a dividend equal to the dividend 
declared on such Junior Shares is paid with respect to all outstanding shares 
of Series A Preferred Stock in an amount for each such share of Series A 
Preferred Stock equal to the aggregate amount of such dividends for all 
Junior Shares into which each such share of Series A Preferred Stock could 
then be converted.

      In the event that any dividend declared pursuant to the preceding 
paragraph on any shares of the Series A Preferred Stock shall remain unpaid 
at the time of any conversion of such Series A Preferred Stock pursuant to 
Paragraph 5 hereof, then, notwithstanding such conversion, such dividends 
shall be paid by the Corporation, in cash, in full, as promptly as possible 
after the effectiveness of such conversion, whenever funds are legally 
available therefor.

4.  Liquidation Preference.
    ------------------------

      (a)  In the event of any liquidation, dissolution or winding up of the 
Corporation, either voluntary or involuntary, the holders of the Series A 
Preferred Stock shall be entitled to receive, prior and in preference to any 
distribution of any of the assets or surplus funds of the Corporation to the 
holders of the Junior Shares by reason of their ownership thereof, the amount 
per share of (i) $300, plus (ii) all accumulated and unpaid dividends on the 
Series A Preferred Stock to the date of payment of such liquidation amount 
(both as adjusted for any stock dividends, stock splits, recapitalizations, 
consolidations or the like).  If, upon the occurrence of such event, the 
assets and funds thus distributed among the holders of the Series A Preferred 
Stock shall be insufficient to permit the payment to such holders of the full 
preferential amount aforesaid, then the entire assets and funds of the 
Corporation legally available for distribution shall be distributed ratably 
among the holders of the Series A Preferred Stock based upon the number of 
shares of Series A Preferred Stock held by each such holder.  After payment 
has been made to the holders of the Series A Preferred Stock of the full 
amounts to which they shall be entitled as aforesaid, all remaining assets 
and funds of the Corporation shall be distributed in like amounts per share 
on an as converted basis among the holders of the Junior Shares.

      (b)  For purposes of this Paragraph 4, a liquidation, dissolution or 
winding up of the Corporation shall be deemed to be occasioned by, or to 
include, the Corporation's sale of all or substantially all of its assets or 
the acquisition of this Corporation by another entity by means of merger or 
consolidation resulting in the exchange of the outstanding shares of this 
Corporation for securities or consideration issued, or caused to be issued, 
by the acquiring entity or its subsidiary, if the stockholders of this 
Corporation hold less than 50% of the outstanding voting equity securities of 
such acquiring entity or its subsidiary.

      (c)  In the event the Corporation shall propose to take any action of 
the types described in subparagraphs (a) or (b) of this Paragraph 4, the 
Corporation shall, within ten (10) days after the date the Board of Directors 
approves such action, or twenty (20) days prior to any stockholders' meeting 
called to approve such action, whichever is earlier, give each holder of 
shares of Series A Preferred Stock initial written notice of the proposed 
action. Such initial written notice shall describe the material terms and 
conditions of such proposed action, including a description of the stock, 
cash and property to be received by the holders of shares of Series A 
Preferred Stock upon consummation of the proposed action and the date of 
delivery thereof. If any material change in the facts set forth in the 
initial notice shall occur, the Corporation shall promptly give written 
notice to each holder of shares of Series A Preferred Stock of such material 
change.

      (d)  The Corporation shall not consummate any proposed action of the 
types described in subparagraphs (a) or (b) of this Paragraph 4 before the 
expiration of thirty (30) days after the mailing of the initial notice or 
twenty (20) days after the mailing of any subsequent written notice, 
whichever is later; provided that any such 30-day or 20-day period may be 
shortened upon the written consent of the holders of sixty-six and two-thirds 
(66 2/3) of the outstanding shares of Series A Preferred Stock.

      (e)  In the event the Corporation shall propose to take any action of 
the types described in subparagraphs (a) or (b) of this Paragraph 4 that will 
involve the distribution of assets other than cash, the Board of Directors 
shall make a good faith appraisal of the value of the assets to be 
distributed to the holders of shares of Series A Preferred Stock. The 
Corporation shall give prompt written notice to each holder of shares of 
Series A Preferred Stock of such valuation. All notices pursuant to this 
Paragraph 4 shall be deemed given upon personal delivery or upon deposit in a 
United States Post Office by registered or certified mail.

5.  Conversion.
    -----------

      The holders of the Series A Preferred Stock shall have conversion 
rights as follows (the "Conversion Rights"):

      (a)   Right to Convert and Automatic Conversion.
            ------------------------------------------

            (i)  Each share of Series A Preferred Stock shall be convertible, 
      at the option of the holder thereof, at the office of the Corporation 
      or any transfer agent for the Series A Preferred Stock, into fully paid 
      and nonassessable shares of Common Stock at the Conversion Rate (as 
      hereinafter defined) in effect at the time of conversion.  The number 
      of shares of Common Stock into which each share of Series A Preferred 
      Stock may be converted is hereinafter referred to as the "Conversion 
      Rate."  The initial Conversion Rate shall each be 1,000, and such 
      Conversion Rate shall be subject to the adjustments described below. 
      The amount obtained by dividing $300 by the Conversion Rate shall be 
      called the "Conversion Price."

            (ii)  Each share of Series A Preferred Stock shall automatically 
      be converted into shares of Common Stock at the then effective 
      Conversion Rate in the event of (a) the conversion of 75% of all 
      outstanding shares of Series A Preferred Stock into Common Stock, 
      effective upon such conversion, or (b) the closing of a firm commitment 
      underwritten public offering pursuant to an effective registration 
      statement under the Securities Act of 1933, as amended, covering the 
      offer and sale of Common Stock for the account of the Corporation to 
      the public (other than a registration statement with respect to 
      employee stock option or purchase plans). In the event of such an 
      offering, the person(s) entitled to receive the Common Stock issuable 
      upon such conversion of the Series A Preferred Stock shall not be 
      deemed to have converted such Preferred Stock until immediately prior 
      to the closing of such sale of securities.

            (iii)  No fractional shares of Common Stock shall be issued upon 
      conversion of the Series A Preferred Stock.  Any shares of Series A 
      Preferred Stock surrendered by a stockholder for conversion which would 
      otherwise result (after aggregation of all shares surrendered by such 
      stockholder for conversion) in a fractional share of Common Stock shall 
      be redeemed for an amount per share payable in cash equal to the 
      current market price of such fractional share as determined in good 
      faith by the Board of Directors of the Corporation, payable as promptly 
      as possible whenever funds are legally available therefor.

      (b)  Mechanics of Conversion.  Before any holder of Series A Preferred 
Stock shall be entitled to convert the same into shares of Common Stock, he 
shall surrender the certificate or certificates therefor, duly endorsed, at 
the principal office of the Corporation or of any transfer agent for the 
Series A Preferred Stock, and shall give written notice to the Corporation at 
such office that he elects to convert the same and shall state therein the 
name or names in which he wishes the certificate or certificates for shares 
of Common Stock to be issued.  The Corporation shall, as soon as practicable 
thereafter, issue and deliver at such office to such holder of Series A 
Preferred Stock, or to his nominee or nominees (i) a certificate or 
certificates for the number of shares of Common Stock to which he shall be 
entitled as aforesaid, plus (ii) all accumulated and unpaid dividends on the 
converted Series A Preferred Stock to the date of such conversion.  Except as 
set forth in subparagraph 5(a)(ii) above, such conversion shall be deemed to 
have been made immediately prior to the close of business on the date of such 
surrender of the shares of Series A Preferred Stock to be converted, and the 
person or persons entitled to receive the shares of Common Stock issuable 
upon such conversion shall be treated for all purposes as the record holder 
or holders of such shares of Common Stock on such date.

      (c)  Adjustment for Combinations or Consolidations; Reorganizations, 
Reclassification, Exchange and Substitution.

            (i)  In the event the Corporation at any time or from time to 
      time after the Original Issue Date effects a subdivision or combination 
      of its outstanding Common Stock into a greater or lesser number of 
      shares without a proportionate and corresponding subdivision or 
      combination of its outstanding Series A Preferred Stock, then and in 
      each such event the Conversion Rate shall be increased or decreased 
      proportionately.

            (ii)  If the Common Stock issuable upon conversion of the Series 
      A Preferred Stock shall be changed into the same or a different number 
      of shares of any other class or classes of stock or other securities or 
      property, whether by reorganization (unless such reorganization is 
      deemed a liquidation under subparagraph 4(b) hereof), reclassification 
      or otherwise (other than a subdivision or combination of shares 
      provided for above), then the Conversion Rate then in effect shall, 
      concurrently with the effectiveness of such reorganization or 
      reclassification, be proportionately adjusted such that the Series A 
      Preferred Stock shall be convertible into, in lieu of the number of 
      shares of Common Stock which the holders would otherwise have been 
      entitled to receive, a number of shares of such other class or classes 
      of stock or other securities or property equivalent to the number of 
      shares of Common Stock that would have been subject to receipt by the 
      holders upon conversion of the Series A Preferred Stock immediately 
      before such event; and, in any such case, appropriate adjustment (as 
      determined by the Board) shall be made in the application of the 
      provisions herein set forth with respect to the rights and interests 
      thereafter of the holders of the Series A Preferred Stock, to the end 
      that the provisions set forth herein (including provisions with respect 
      to change in and other adjustments of the Conversion Rate) shall 
      thereafter be applicable, as nearly as reasonably may be, in relation 
      to any shares of stock or other property thereafter deliverable 
      upon the conversion of the Series A Preferred Stock.

      (d)  Adjustment for Dividends, Distributions and Common Stock 
Equivalents.  In the event the Corporation at any time or from time to time 
after the Original Issue Date shall make or issue, or fix a record date for 
the determination of holders of Common Stock or any series of Preferred Stock 
entitled to receive a dividend or other distribution to be made only to such 
holders of Common Stock or any series of Preferred Stock or any combination 
of Common Stock or series of Preferred Stock, but not to all series of 
Preferred Stock on a pro rata basis, payable in additional shares of Common 
Stock, or other securities or rights convertible into or entitling the holder 
thereof to receive additional shares of Common Stock, directly or indirectly 
(hereinafter referred to as "Common Stock Equivalents"), without payment of 
any consideration by such holder for such Common Stock, then and in each such 
event the maximum number of shares (as set forth in the instrument relating 
thereto without regard to any provisions contained therein for a subsequent 
adjustment of such number) of Common Stock issuable in payment of such 
dividend or distribution or upon conversion or exercise of such Common Stock 
Equivalents shall be deemed to be issued and outstanding as of the time of 
such issuance or, in the event such a record date shall have been fixed, as 
of the close of business on such record date.  In each such event, the 
Conversion Rate shall be increased as of the time of such issuance or, in the 
event such a record date shall have been fixed, as of the close of business 
on such record date, by multiplying the Conversion Rate by a fraction,

            (i)  the numerator of which shall be the sum of (x) the total 
      number of shares of Common Stock issued and outstanding (before 
      conversion of any then outstanding shares of Preferred Stock and 
      excluding Common Stock issuable upon exchange or conversion or exercise 
      of outstanding Common Stock Equivalents) immediately prior to the time 
      of such issuance or the close of business on such record date plus (y) 
      the number of shares of Common Stock issuable in payment of such 
      dividend or distribution or upon conversion or exercise of such Common 
      Stock Equivalents; and

            (ii)  the denominator of which shall be the total number of 
      shares of Common Stock issued and outstanding (before conversion of any 
      then outstanding shares of Preferred Stock and excluding Common Stock 
      issuable upon exchange or conversion or exercise of outstanding Common 
      Stock Equivalents) immediately prior to the time of such issuance or 
      the close of business on such record date;

      provided, however, that (A) if such record date shall have been fixed 
      and such dividend is not fully paid or if such distribution is not 
      fully made on the date fixed therefor, the Conversion Rate computed 
      upon the original issuance thereof (or upon the occurrence of a record 
      date with respect thereto), and any subsequent adjustments based 
      thereon, shall be recomputed accordingly as of the close of business on 
      such record date, and thereafter the Conversion Rate shall be adjusted 
      pursuant to this Paragraph 5(d) as of the time of actual payment of 
      such dividends or distributions; (B) if such Common Stock Equivalents 
      provide, with the passage of time or otherwise, for any decrease in the 
      number of shares of Common Stock issuable upon conversion or exercise 
      thereof (or upon the occurrence of a record date with respect thereto), 
      the Conversion Rate computed upon the original issuance thereof (or 
      upon the occurrence of a record date with respect thereto) and any 
      subsequent adjustments based thereon, shall, upon any such decrease 
      becoming effective, be recomputed to reflect such decrease insofar as 
      it affects the rights of conversion or exercise of the Common Stock 
      Equivalents then outstanding; (C) upon the expiration of any rights of 
      conversion or exercise under any unexercised Common Stock Equivalents, 
      the Conversion Rate computed upon the original issuance thereof (or 
      upon the occurrence of a record date with respect thereto), and any 
      subsequent adjustments based thereon, shall, upon such expiration, be 
      recomputed as if the only additional shares of Common Stock issued were 
      the shares of such stock, if any, actually issued upon the conversion 
      or exercise of such Common Stock Equivalents; and (D) in the case of 
      Common Stock Equivalents which expire by their terms not more than 
      sixty (60) days after the date of issuance thereof, no adjustment in 
      the Conversion Rate shall be made until the expiration or exercise of 
      all such Common Stock Equivalents, whereupon such adjustments shall be 
      made in the manner provided in clause (C) above.

      (e)  Adjustment of Conversion Rates for Diluting Issues.  The 
Conversion Rate shall be subject to the following adjustment, in addition to 
those set forth above.  Except as otherwise provided in this subparagraph 
(e), in the event the Corporation sells or issues any Common Stock or Common 
Stock Equivalents at a per share consideration (as defined below) less than 
the Conversion Price, then the Conversion Rate and Conversion Price then in 
effect shall be adjusted as provided in subparagraphs (i), (ii) and (iii) 
hereof.  For the purposes of the foregoing, the per share consideration with 
respect to the sale or issuance of Common Stock shall be the price per share 
received by the Corporation, prior to the payment of any expenses, 
commissions, discounts and other applicable costs, less the amount of any 
dividend or other distribution on the Common Stock (other than in cash out of 
its retained earnings, or to repurchase shares of Common Stock from employees 
or consultants upon termination of employment or consultant relationship) 
made since the most recent adjustment of the Conversion Rate.  With respect 
to the sale or issuance of Common Stock Equivalents which are convertible 
into or exchangeable for Common Stock without further consideration, the per 
share consideration shall be determined by dividing the maximum number of 
shares of Common Stock issuable with respect to such Common Stock Equivalents 
(as set forth in the instrument relating thereto without regard to any 
provisions contained therein for subsequent adjustment of such number) into 
the aggregate consideration received by the Corporation upon the sale or 
issuance of such Common Stock Equivalents. With respect to the issuance of 
other Common Stock Equivalents, the per share consideration shall be 
determined by dividing the maximum number of shares of Common Stock issuable 
with respect to such Common Stock Equivalents into the total aggregate 
consideration received by the Corporation upon the sale or issuance of such 
Common Stock Equivalents plus the minimum aggregate amount of additional 
consideration receivable by the Corporation upon the conversion or exercise 
of such Common Stock Equivalents. The issuance of Common Stock or Common 
Stock Equivalents for no consideration shall be deemed to be an issuance at a 
per share consideration of $.01.  In connection with the sale or issuance of 
Common Stock and/or Common Stock Equivalents for non-cash consideration, the 
fair market value of such consideration shall be determined by the Board of 
Directors of the Corporation.

      As used herein, "Additional Shares of Common Stock" shall mean either 
shares of Common Stock issued subsequent to the Original Issue Date or, with 
respect to the issuance of Common Stock Equivalents, the maximum number of 
shares of Common Stock issuable in exchange for, upon conversion of, or upon 
exercise of such Common Stock Equivalents issued subsequent to the Original 
Issue Date.

      The Conversion Price and Conversion Rate shall be determined and 
adjusted once only with respect to any single offering of the Corporation's 
securities for financing purposes, provided that all closings with respect to 
any such offering occur within a period of no more than 120 days and, 
provided further, that an appropriate adjustment shall be made for the 
benefit of any holder of Series A Preferred Stock who converts the Series A 
Preferred Stock into Common Stock during such 120 day period.

            (i)  Upon each issuance of Additional Shares of Common Stock for 
      a per share consideration less than the Conversion Price in effect on 
      the date of such issuance, the Conversion Rate in effect on the date of 
      the issuance of Additional Shares of Common Stock will be adjusted by 
      multiplying it by a fraction the numerator of which is the Conversion 
      Price as then in effect and the denominator of which is the per share 
      consideration received by the Corporation for such Additional Shares of 
      Common Stock.

            (ii)  Upon each issuance of Common Stock Equivalents exchangeable 
      without further consideration into Common Stock for a per share 
      consideration less than a Conversion Price in effect on the date of 
      such issuance, the Conversion Rate in effect on such date will be 
      adjusted as in subparagraph (i) above on the basis that the related 
      Additional Shares of Common Stock are to be treated as having been 
      issued on the date of issuance of the Common Stock Equivalents, and the 
      aggregate consideration received by the Corporation for such Common 
      Stock Equivalents shall be deemed to have been received for such 
      Additional Shares of Common Stock.

            (iii)  Upon each issuance of Common Stock Equivalents other than 
      those described in subparagraph (ii) above, for a per share 
      consideration less than the Conversion Price in effect on the date of 
      such issuance, the Conversion Rate in effect on such date will be 
      adjusted as in subparagraph (i) above on the basis that the related 
      Additional Shares of Common Stock are to be treated as having been 
      issued on the date of issuance of such Common Stock Equivalents, and 
      the aggregate consideration received and the minimum amount receivable 
      by the Corporation on conversion or exercise of such Common Stock 
      Equivalents shall be deemed to have been received for such Additional 
      Shares.

            (iv)  Once any Additional Shares of Common Stock have been 
      treated as having been issued for the purpose of this subparagraph 
      5(e), they shall be treated as issued and outstanding shares of Common 
      Stock whenever any subsequent calculations must be made pursuant 
      hereto; provided that on the expiration of any options, warrants or 
      rights to purchase Additional Shares of Common Stock or the termination 
      of any rights to convert or exchange for Additional Shares of Common 
      Stock on account of which an adjustment in the Conversion Rate has been 
      made previously pursuant to this subparagraph 5(e), such Conversion 
      Rate shall forthwith be readjusted to such Conversion Rate as would 
      have been obtained had the adjustment made upon the issuance of such 
      options, warrants, rights, or convertible or exchangeable securities 
      been made upon the basis of the issuance of only the number of shares 
      of Common Stock actually issued upon the exercise of such options, 
      warrants or rights, or upon the conversion or exchange of such 
      securities.

            (v)  The foregoing notwithstanding, no adjustment of the 
      Conversion Rate or Conversion Price shall be made as a result of the 
      issuance of:

            --  any shares of Common Stock (or any options, warrants or 
            rights to purchase such shares of Common Stock) issued or 
            issuable to employees, officers, directors or consultants of the 
            Corporation with the approval of the Board of Directors of the 
            Corporation pursuant to any stock option plan, stock incentive or 
            purchase plan or agreement approved by the Board of Directors of 
            the Corporation;

            --    any shares of Common Stock pursuant to which any Conversion 
            Rate or Conversion Price is adjusted under subparagraphs (c) or 
            (d) of this Paragraph 5;

            --    any shares of Common Stock issued pursuant to the exchange, 
            conversion, or exercise of any Common Stock Equivalents according 
            to their terms which have previously been incorporated into 
            computations hereunder on the date when such Common Stock 
            Equivalents were issued; or

            --    any shares of Common Stock issued upon conversion of the 
            Series A Preferred Stock.

      (f)  No Adjustment.  No adjustment in the Conversion Rate or Conversion 
Price need be made if such adjustment would result in a change in the 
Conversion Price of less than $.01. Any adjustment of less than $.01 which is 
not made shall be carried forward and shall be made at the time of and 
together with any subsequent adjustment which, on a cumulative basis, amounts 
to an adjustment of $.01 or more in the Conversion Price.

      (g)  No Impairment.  The Corporation will not, by amendment of its 
Articles of Organization or through any reorganization, transfer of assets, 
consolidation, merger, dissolution, issue or sale of securities or any other 
voluntary action, avoid or seek to avoid the observance or performance of any 
of the terms to be observed or performed hereunder by the Corporation, but 
will at all times in good faith assist in the carrying out of all the 
provisions of this Paragraph 5 and in the taking of all such action as may be 
necessary or appropriate in order to protect the Conversion Rights of the 
holders of the Series A Preferred Stock against impairment.

      (h)  Certificate as to Adjustments.  Upon the occurrence of each 
adjustment or readjustment of the Conversion Rate pursuant to this Paragraph 
5, the Corporation at its expense shall promptly compute such adjustment or 
readjustment in accordance with the terms hereof and prepare and furnish to 
each holder of Series A Preferred Stock a certificate setting forth such 
adjustment or readjustment and showing in detail the facts upon which such 
adjustment or readjustment is based.  The Corporation shall, upon the written 
request at any time of any holder of Series A Preferred Stock, furnish or 
cause to be furnished to such holder a like certificate setting forth (i) 
such adjustments and readjustments, (ii) the Conversion Rate at the time in 
effect, and (iii) the number of shares of Common Stock and the amount, if 
any, of other property which at the time would be received upon the 
conversion of the Series A Preferred Stock.

      (i)  Notices of Record Date.  In the event of any taking by the 
Corporation of a record of the holders of any class of securities for the 
purpose of (i) determining the holders thereof who are entitled to receive 
any dividend (other than a cash dividend) or other distribution, any Common 
Stock Equivalents or any right to subscribe for, purchase or otherwise 
acquire any shares of stock of any class or any other securities or property, 
or to receive any other right, (ii) effecting any reclassification or 
recapitalization of its shares of Common Stock outstanding involving a change 
in the shares of Common Stock, or (iii) merging or consolidating with or 
into any other corporation, or selling, leasing or conveying all or 
substantially all its property or business, or liquidating, dissolving or 
winding up, the Corporation shall mail to each holder of Series A Preferred 
Stock at least twenty (20) days prior to the date specified therein, a notice 
specifying the date on which any such record is to be taken for the purpose 
of such dividend, distribution, right, reclassification, recapitalization, 
consolidation, sale, lease, conveyance, liquidation, dissolution or winding 
up, and the amount and character of such dividend, distribution, right, 
reclassification, recapitalization, consolidation, sale, lease, conveyance, 
liquidation, dissolution or winding up. Failure to give such notice shall not 
in any way affect the legality of such transaction.

      (j)  Reservation of Stock Issuance Upon Conversion.  The Corporation 
shall at all times reserve and keep available, free from preemptive rights, 
3,393,500 shares out of its authorized but unissued shares of Common Stock, 
solely for the purpose of effecting the conversion of the shares of Series A 
Preferred Stock.  The Corporation shall, prior to the date of conversion of 
the Series A Preferred Stock as set forth in this Paragraph 5, take such 
corporate action as may be necessary to increase its number of authorized but 
unissued shares of Common Stock to such number of its shares of Common Stock 
as shall from time to time be sufficient to effect the conversion of all 
outstanding shares of Series A Preferred Stock.

      (k)  Notices.  Any notice required by the provisions of this Paragraph 
5 to be given to the holders of shares of Series A Preferred Stock shall be 
deemed given if deposited in the United States mail, first class, postage 
prepaid, and addressed to each holder of record at his address appearing on 
the books of the Corporation.

      (l)  No Reissuance of Preferred Stock.  No share or shares of Preferred 
Stock acquired by the Corporation by reason of redemption, purchase, 
conversion or otherwise shall be reissued, and all such shares shall be 
cancelled, retired and eliminated from the shares which the Corporation shall 
be authorized to issue.

      (m)  Validity of Shares.  The Corporation agrees that it will from time 
to time take all such actions as may be requisite to assure that all shares 
of Common Stock which may be issued upon conversion of any of the Series A 
Preferred Stock will, upon issuance, be legally and validly issued, fully 
paid and non-assessable and free from all taxes, liens and charges with 
respect to the issue thereof; and, without limiting the generality of the 
foregoing, the Corporation agrees that it will from time to time take all 
such action as may be requisite to assure that the par value per share, if 
any, of the Common Stock is at all times equal to or less than the then 
current par value of the Series A Preferred Stock divided by the number of 
shares of Common Stock into which each share of the Series A Preferred Stock 
can, from time to time, be converted.

      (n)  Taxes.  The Corporation will pay all taxes and other governmental 
charges that may be imposed in respect of the issue or delivery of shares of 
Common Stock upon conversion of the Series A Preferred Stock.

      (o)  Good Faith.  If any event occurs as to which in the reasonable 
opinion of the Board of Directors of the Corporation, in good faith, the 
other provisions of this Paragraph 5 are not strictly applicable but the lack 
of any adjustment in the Conversion Price would not, in the opinion of the 
Board of Directors of the Corporation, fairly protect the conversion rights 
of the holders of the Series A Preferred Stock in accordance with the basic 
intent and principles of such provisions, or if strictly applicable would not 
fairly protect the conversion rights of the holders of the Series A Preferred 
Stock in accordance with the basic intent and principles of such provisions, 
then the Board of Directors shall appoint a firm of independent certified 
public accountants (which may be the regular auditors of the Corporation) of 
recognized national standing, which shall give their opinion upon the 
adjustment, if any, to the Conversion Price, on a basis consistent with the 
basic intent and principles of this Paragraph 5, necessary to preserve, 
without dilution, the exercise rights of all the registered holders of the 
Series A Preferred Stock.  Upon receipt of such opinion, the Board of 
Directors shall forthwith make the adjustments described therein.

6.  Voting Rights. Except as otherwise required by law or the 
Corporation's Articles of Organization, each share of Series A Preferred 
Stock issued and outstanding shall have the number of votes equal to the 
number of shares of Common Stock into which such shares of Series A Preferred 
Stock could be converted on the record date for the vote or consent of 
stockholders were sufficient shares of Common Stock available for conversion 
and shall have voting rights and powers equal to the voting rights and powers 
of the Common Stock.  The holder of each share of Series A Preferred Stock 
shall be entitled to notice of any stockholders' meeting in accordance with 
the bylaws of the Corporation.  The holders of the Series A Preferred Stock 
shall vote with holders of the Common Stock upon any other matters submitted 
to a vote of stockholders, except those matters required by law or the 
Corporation's Articles of Organization, to be submitted to a class vote.

7.  Covenants.
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      (a)  In addition to any other rights provided by law, so long as shares 
of Series A Preferred Stock shall be outstanding, the Corporation shall not, 
without first obtaining the affirmative vote or written consent of the 
holders of 66 2/3 of such outstanding shares of Series A Preferred Stock, 
amend or repeal any provision of, or add any provision to, the Corporation's 
Articles of Organization, or bylaws if such action would alter or change the 
preferences, rights, privileges or powers of, or the restrictions provided 
for the benefit of, the Series A Preferred Stock.

      Further, so long as any Series A Preferred Stock shall be outstanding, 
the Corporation shall not without first obtaining the affirmative vote or 
written consent of the holders of 66 2/3 of such outstanding shares of Series 
A Preferred Stock, voting as a single class:

            (i)  Increase or decrease the number of shares of Series A 
      Preferred Stock authorized hereby;

            (ii)  Authorize or issue shares of any class or series of stock 
      having any rights, preferences or privileges superior to or on a parity 
      with the Series A Preferred Stock or authorize or issue shares of stock 
      of any class or any bonds, debentures, notes or other obligations 
      convertible into or exchangeable for, or having option rights to 
      purchase, any shares of stock of the Corporation having any rights, 
      preferences or privileges superior to or on a parity with the Series A 
      Preferred Stock;

            (iii)  Reclassify any outstanding shares into shares having any 
      rights, preferences or privileges superior to or on a parity with the 
      Series A Preferred Stock;

            (iv)  Pay or declare any dividends on any Junior Stock, except 
      for dividends payable on the Common Stock solely in the form of 
      additional shares of Common Stock;

            (v)  Repurchase, acquire or retire any shares of Preferred Stock 
      or Junior Shares, except in a consolidation or merger pursuant to 
      subsection (vi) below or from employees, directors or consultants of 
      this Corporation upon termination pursuant to terms of agreements 
      entered into with such persons approved by the Board of Directors of 
      the Corporation and providing for repurchase of such shares at cost; or

            (vi)  Undertake or effect any liquidation of the Corporation or 
      any consolidation or merger of the Corporation with or into another 
      corporation or the sale, transfer or conveyance of all or substantially 
      all of the assets of the Corporation to another person or persons in 
      any transaction or series of transactions, if the stockholders of this 
      Corporation hold less than 50% of the outstanding voting equity 
      securities of the successor or surviving corporation in such merger, 
      consolidation, sale or conveyance of assets.

      (b)  The obligations set forth in this Paragraph 7 may be amended or 
waived only by holders of at least 66 2/3% of the outstanding shares of the 
Series A Preferred Stock.