EXHIBIT 4.40

                           CERTIFICATE OF DESIGNATION

                 (Pursuant to the provisions of Section 78.1955
             of the General Corporation Law of the State of Nevada)

                  It is hereby certified that:

                  1. The name of the corporation (the  "corporation") is Display
Technologies, Inc.

                  2. Set forth hereinafter is a copy of a resolution, containing
a statement of the voting powers, preferences,  limitations,  restrictions,  and
relative rights of the series of stock  hereinafter  designated,  adopted by the
Board of Directors of the  corporation,  pursuant to a provision of the articles
of incorporation  relating to the issuance of said series of stock by resolution
of the Board of Directors:

                  RESOLVED That pursuant to the authority  expressly  granted to
         and  vested  in  the  Board  of  Directors  of the  Corporation  by the
         provisions  of  its  Articles  of   Incorporation   (the  "Articles  of
         Incorporation")  there is hereby created,  out of the 50,000,000 shares
         of Preferred Stock,  $.001 par value, of the Corporation  authorized in
         Article IV of the Corporation's Restated Articles of Incorporation (the
         "Preferred  Stock"),  a series of  Preferred  Stock of the  Corporation
         designated  as Series A-1  Convertible  Preferred  Stock  consisting of
         50,000 shares, which series shall have the voting powers,  preferences,
         limitations,  restrictions, and relative rights as set forth on EXHIBIT
         A hereto.

Executed on January 9, 2001.

                                     By:   /s/ J. William Brandner
                                        ---------------------------------------
                                              J. William Brandner, President

                                     By:  /s/ Marshall S. Harris
                                        ---------------------------------------
                                              Marshall S. Harris, Secretary
STATE OF FLORIDA  )
                  )  SS.:
COUNTY OF ORANGE  )

         On January 9, 2001, personally appeared before me, a Notary Public, for
the State and County  aforesaid,  J. William  Brandner,  as President of Display
Technologies, Inc., who acknowledged that he executed the above instrument.

                                                __________________________
[Notarial Seal]                                     Notary Public


<PAGE>




                                    EXHIBIT A

                     SERIES A-1 CONVERTIBLE PREFERRED STOCK


         I. DESIGNATION.  The distinctive serial designation of the series shall
be "Series A-1 Convertible Preferred Stock" ("SERIES A-1 PREFERRED STOCK"). Each
share of Series A-1  Preferred  Stock shall be  identical in all respects to the
other shares of Series A-1 Preferred Stock except as to the dates from and after
which dividends shall be cumulative thereon.  The number of shares of Series A-1
Preferred  Stock shall be 50,000  shares.  Shares of Series A-1 Preferred  Stock
redeemed or purchased by the Corporation or converted into Common Stock shall be
canceled and shall revert to authorized but unissued  shares of Preferred  Stock
undesignated as to series.

         II.      DIVIDENDS.

                  1. A  dividend  of  $196,875  per  share  shall be paid on the
outstanding  shares of Series A-1 Preferred Stock on July 15, 2001.  Thereafter,
cumulative dividends shall be payable on shares of Series A-1 Preferred Stock at
the rate of 5.25% per year from July 15, 2001, payable quarterly on the last day
of March,  June,  September  and  December in each year.  The rate of  dividends
payable on each share of Series A-1 Preferred Stock is stated as a percentage of
the  Liquidation  Amount.  Dividends on the shares of Series A-1 Preferred Stock
shall be  cumulative on a quarterly  basis.  The holders of Series A-1 Preferred
Stock,  in preference  to the holders of any Junior Stock,  shall be entitled to
receive,  as and when declared by the Board out of any funds  legally  available
therefor, cash dividends at the rate set forth in this Article II.

                  2. In no event,  so long as any shares of Series A-1 Preferred
Stock shall be outstanding,  shall any dividend, whether in cash or property, be
paid or declared,  nor shall any  distribution be made, on any Junior Stock, nor
shall any shares of any Junior Stock be purchased, redeemed (whether pursuant to
mandatory redemption or sinking fund provisions,  optional redemption provisions
or  otherwise)  or  otherwise  acquired for value by the  Corporation  or by any
subsidiary of the Corporation,  directly or indirectly,  unless all dividends on
the Series A-1 Preferred  Stock for all past  dividend  periods and for the then
current  period  shall have been paid and all  redemption  payments  then due in
respect of the Series A-1 Preferred Stock have been made. The provisions of this
paragraph shall not,  however,  apply to a dividend payable in any Junior Stock,
or to the  acquisition  of shares of any Junior  Stock in exchange for shares of
any other Junior Stock.

                  3.  Subject to the  foregoing  and to any further  limitations
prescribed  in accordance  with the  provisions of Article IV of the Articles of
Incorporation,  the  Board  may  declare,  out of any  funds  legally  available
therefor,  dividends upon the then outstanding shares of any Junior Stock and no
holders of shares of Series  A-1  Preferred  Stock  shall be  entitled  to share
therein.

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<PAGE>

         III.  LIQUIDATION.  In the event of any Liquidation,  then,  before any
distribution  or payment shall be made to the holders of any Junior  Stock,  the
holders of Series A-1  Preferred  Stock shall be entitled to be paid the greater
of (i) the full  Liquidation  Amount,  and (ii) the  amount  distributable  with
respect  to the  shares of Common  Stock  into  which the  shares of Series  A-1
Preferred  Stock are then  convertible.  If such payment shall have been made in
full to the holders of Series A-1  Preferred  Stock,  the  remaining  assets and
funds of the  Corporation  shall be distributed  among the holders of the Junior
Stock,  according to their  respective  rights and  preferences and in each case
according to their respective shares.  If, upon any Liquidation,  the amounts so
payable are not paid in full to the holders of all outstanding  shares of Series
A-1 Preferred Stock,  then the holders of Series A-1 Preferred Stock shall share
ratably in any distribution of assets in proportion to the full amounts to which
they would otherwise be respectively  entitled.  The merger or  consolidation of
the  Corporation  with or into one or more other entities or the sale,  lease or
conveyance  of  all or a  part  of  its  assets  shall  not  be  deemed  to be a
Liquidation within the meaning of the foregoing provisions of this Article III.

         IV.      REDEMPTION.

                  1. All shares of Series A-1  Preferred  Stock  outstanding  on
July 30, 2004 shall be redeemed by the Corporation,  without regard to whether a
Redemption Option shall then be exercisable under Article IV, Section 2(a) below
and  without  regard to  whether  any such  Redemption  Option  may have  become
exercisable  and expired under Section 2(b) or (c) below.  The redemption  under
this  Section 1 shall take place on a date set by the  Majority  in  Interest by
written notice to the Corporation, which date shall be not less than thirty days
and not more than 180 days after date of the written  notice,  at which time the
Corporation shall (unless otherwise prevented by law) redeem from the holders of
Series A-1 Preferred Stock, at the Redemption Price (as defined below),  all the
outstanding shares of Series A-1 Preferred Stock.

                  2. The  holders of Series A-1  Preferred  Stock shall have the
right (the "REDEMPTION  OPTION") to require the Corporation to redeem the shares
of Series A-1 Preferred Stock in accordance with this Article IV, Section 2. The
Redemption  Option may be exercised with respect to all or part of the shares of
Series A-1 Preferred Stock, and if exercised in part, may be exercised from time
to time, provided that each exercise shall be for at least 5,000 shares (subject
to stock adjustments) or the number of shares remaining  outstanding,  whichever
is less. The Redemption Option shall become exercisable as follows:

                  (a) The Redemption  Option shall become  exercisable  upon the
occurrence  of a  Redemption  Event.  At least 20 days but not more than 60 days
prior to each Redemption


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<PAGE>

Event, the Corporation  shall provide written notice of such Redemption Event (a
"REDEMPTION  NOTICE") to each holder of Series A-1 Preferred  Stock and the date
on which such Redemption Event is scheduled to occur. If the Redemption Event is
one that is not susceptible of such prior written  notice,  then the Corporation
shall  deliver a  Redemption  Notice to each holder of the Series A-1  Preferred
Stock within two (2) business days following the  occurrence of such  Redemption
Event.  Upon becoming  exercisable  under this  subsection  (a), the  Redemption
Option shall remain exercisable for a period of 30 days following receipt of the
Redemption Notice.

                  (b) The Redemption  Option shall also become  exercisable upon
the  occurrence  of an Event of Default.  Upon becoming  exercisable  under this
subsection (b), the Redemption Option shall remain exercisable through the first
to occur of (x) July 30, 2004 or (y) in the case of clauses (iv)  through  (vii)
in the  definition  of the term "Event of Default," the date on which the matter
triggering  the  right  to  exercise  the  Redemption  Option  is  cured  by the
Corporation  without any  material  adverse  consequences  to the holders of the
Series A-1  Preferred  Stock  (including a material  diminution  in value of the
Series A-1  Preferred  Stock).  Redemption of the shares of Series A-1 Preferred
Stock shall not be an exclusive remedy for and shall be in addition to all other
legal and  equitable  remedies  available to the holders  thereof if an Event of
Default should occur.

                  3. Each holder of Series A-1 Preferred  Stock may exercise the
Redemption  Option by sending not less than thirty  days' prior  written  notice
(the  "ELECTION  NOTICE")  to the  Corporation  (which  notice  shall  state the
holders'  intention to exercise the Redemption  Option,  shall state whether the
Redemption  Option is being exercised  pursuant to Section 2(a) or (b) above and
the  number of shares  with  respect  to which  the  Redemption  Option is being
exercised,  and shall set a date (each, an "OPTIONAL  REDEMPTION DATE") not less
than  thirty days and not more than 180 days after such  written  notice is sent
for such  redemption).  If the Redemption Option is exercised in accordance with
this  Article IV, the  Corporation  shall  (unless  otherwise  prevented by law)
redeem from the holders of Series A-1 Preferred Stock, at the Redemption  Price,
all the outstanding shares of Series A-1 Preferred Stock subject to the Election
Notice on the Optional Redemption Date.

                  4. If the assets of the  Corporation  available for redemption
of Series A-1 Preferred Stock shall be insufficient to permit the payment of the
full price required to be paid under this Article IV, then the holders of Series
A-1 Preferred  Stock shall (in addition to their rights  pursuant to Article IV,
Section 5 below),  share ratably in any such redemption  based on the respective
number of shares that such holders own.

                  5. The  redemption  price (the  "REDEMPTION  PRICE")  shall be
equal to (i) if the Redemption Option is being exercised pursuant to Article IV,
Section 1 or Article IV, Section 2(b) above, the Liquidation  Amount on the date
of such redemption, or (ii) if the Redemption Option is being exercised pursuant
to Article IV, Section 2(a) above, the greater


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<PAGE>

of  the  Liquidation  Amount  on the  date  of  such  redemption  or the  amount
distributable  with  respect to the shares of Common Stock into which the shares
of Series A-1 Preferred Stock are then  convertible.  On and after any date that
the Corporation  actually  redeems shares of Series A-1 Preferred Stock pursuant
to this Article IV (the "REDEMPTION  DATE"), all rights in respect of the shares
of Series A-1  Preferred  Stock to be redeemed,  except the right to receive the
Redemption Price, shall cease and terminate,  and such shares shall no longer be
deemed to be  outstanding,  whether or not the  certificates  representing  such
shares have been received by the  Corporation.  The  conversion of any shares of
Series  A-1  Preferred  Stock  into  Common  Stock  shall  have no effect on the
Redemption  Price  payable in  connection  with the  redemption of the shares of
Series A-1 Preferred  Stock not so converted.  In the event that the Corporation
does not have sufficient  legally available funds to redeem all shares of Series
A-1  Preferred  Stock  to be  redeemed  on the  Redemption  Date,  at  any  time
thereafter when  additional  funds are legally  available for  redemption,  such
funds shall be immediately  applied by the  Corporation to redeem the balance of
the shares of Series A-1 Preferred  Stock which the  Corporation is obligated to
redeem under this Article IV.

                  6. Any  communication  or notice relating to redemption  given
pursuant to this Article IV shall be sent by first-class  certified mail, return
receipt requested, postage prepaid, to the holders of record of shares of Series
A-1 Preferred Stock, at their  respective  addresses as the same shall appear on
the  books of the  Corporation,  or to the  Corporation  at the  address  of its
principal or registered  office, as the case may be. At any time on or after the
Redemption  Date, the holders of record of shares of Series A-1 Preferred  Stock
being  redeemed in accordance  with this Article IV shall be entitled to receive
the Redemption  Price upon actual  delivery to the  Corporation or its agents of
the certificates representing the shares to be redeemed.

         V.       CONVERSION.

                  1. Upon the terms set forth in this  Article V, each holder of
each share of Series A-1 Preferred  Stock shall have the right, at such holder's
option, at any time and from time to time, to convert such share into the number
of fully paid and  nonassessable  shares of Common  Stock equal to the  quotient
obtained  by dividing  (i) the Series A-1  Original  Issuance  Price by (ii) the
Conversion Price then in effect.

                  2. As  promptly as  practicable  after the  conversion  of any
shares of Series A-1 Preferred Stock into Common Stock,  the  Corporation  shall
issue and  deliver to or upon the  written  order of such  holder,  to the place
designated by such holder,  a certificate or certificates for the number of full
shares of Common  Stock to which such holder is  entitled,  and a cash amount in
respect of any  fractional  interest  in a share of Common  Stock as provided in
Article  V,  Section  4 below.  The  person  in whose  name the  certificate  or
certificates  for Common Stock are to be issued shall be deemed to have become a
stockholder  of record on the date the  Corporation  receives  written notice of
conversion (the "CONVERSION


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<PAGE>

DATE") unless the transfer books of the  Corporation are closed on that date, in
which event such person shall be deemed to have become a  stockholder  of record
on the next  succeeding  date on which the  transfer  books  are  open,  but the
Conversion  Price shall be that in effect on the Conversion Date, and the rights
of the holder of the shares of Series A-1 Preferred  Stock so converted,  except
for the right to  receive  accrued  but  unpaid  dividends,  shall  cease on the
Conversion  Date.  Upon  conversion  of only a portion  of the  number of shares
covered  by a  certificate  representing  shares of Series A-1  Preferred  Stock
surrendered for conversion,  the Corporation  shall issue and deliver to or upon
the  written  order  of  the  holder  of  the  certificate  so  surrendered  for
conversion,  at the expense of the Corporation,  a new certificate  covering the
number of shares of Series A-1  Preferred  Stock  representing  the  unconverted
portion of the certificate so surrendered.

                  3. No  fractional  shares  of Common  Stock or scrip  shall be
issued  upon  conversion  of shares of Series A-1  Preferred  Stock.  In lieu of
fractional  shares of Common  Stock  which  would  otherwise  be  issuable  upon
conversion of any shares of Series A-1 Preferred  Stock,  the Corporation  shall
pay a cash adjustment in respect of such fractional  interest in an amount equal
to the product of (i) the price of one share of Common  Stock as  determined  in
good faith by the Board and (ii) such fractional interest.

                  4. Unless such adjustment is waived in writing by the Majority
in Interest,  the Conversion  Price shall be subject to adjustment  from time to
time as follows:

                      (a). if and whenever the Corporation shall issue,    sell,
distribute  or  otherwise  transfer  any shares of its Common  Stock  (including
treasury  shares),  other than as the result of exercises of options or warrants
or  conversion  rights   outstanding  on  the  Original  Issuance  Date,  for  a
consideration  per share less than the  Conversion  Price in effect  immediately
prior to the time of such issuance,  sale or transfer then, upon such event, the
Conversion  Price shall be reduced to the price  determined  by dividing (aa) by
(bb),  where "(aa)" is an amount equal to the SUM OF (x) the number of shares of
Common  Stock  outstanding   immediately  prior  to  such  event  (including  as
outstanding  all shares of Common Stock issuable upon  conversion of convertible
securities of the  Corporation,  except for the Series A-1 Preferred  Stock, and
issuable upon the exercise of warrants, except for warrants issued pursuant to a
Purchase  Agreement,  and  options of the  Corporation)  multiplied  by the then
existing  Conversion Price, PLUS (y) the consideration,  if any, received by the
Corporation  upon such event, and "(bb)" is the total number of shares of Common
Stock  outstanding  immediately  after such event  (including as outstanding all
shares of Common Stock issuable upon conversion of convertible securities of the
Corporation,  except for the Series A-1 Preferred  Stock,  and issuable upon the
exercise  of  warrants,  except  for  warrants  issued  pursuant  to a  Purchase
Agreement,  and options of the Corporation);  PROVIDED THAT, for this purpose in
computing  the number of shares of Common  Stock  issuable  upon  conversion  of
convertible  securities or exercise of warrants or options,  any  adjustments in
the conversion price of such convertible  securities or in the exercise price of
such warrants or options


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<PAGE>

resulting  from  the  transaction  which  gave  rise  to the  adjustment  in the
Conversion Price being calculated shall be taken into account). For the purposes
of any  adjustment  of the  Conversion  Price  pursuant to this clause (a),  the
following provisions shall be applicable:

                           (A)      In the case of the  issuance of Common Stock
for  cash,  the  consideration  shall be  deemed  to be the  amount of cash paid
therefor after deducting  therefrom any discounts,  commissions,  fees, or other
expenses  allowed,  paid, or incurred by the Corporation for any underwriting or
placement or otherwise in connection with the issuance and sale thereof.

                           (B)      In the case of the  issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair market value  thereof as  determined in
good faith by the Board of Directors, irrespective of any accounting treatment.

                           (C)      In the case of the  issuance  of (x) options
or warrants to purchase or rights to subscribe for Common Stock,  (y) securities
by their terms  convertible into or exchangeable for Common Stock or (z) options
or  warrants  to  purchase  or  rights  to  subscribe  for such  convertible  or
exchangeable securities:

                                    (i)      the  aggregate  maximum  number  of
                  shares of  Common  Stock  deliverable  upon  exercise  of such
                  options or warrants to  purchase  or rights to  subscribe  for
                  Common  Stock  shall be deemed to have been issued at the time
                  such  options,  warrants,  or  rights  are  issued  and  for a
                  consideration  equal to the  consideration  (determined in the
                  manner  provided in subdivisions  (A) and (B) above),  if any,
                  received by the Corporation upon the issuance of such options,
                  warrants,  or rights plus the minimum  purchase price provided
                  in such  options,  warrants,  or rights for the  Common  Stock
                  covered thereby;

                                    (ii)     the  aggregate  maximum  number  of
                  shares of Common Stock  deliverable  upon  conversion of or in
                  exchange for any such  convertible or exchangeable  securities
                  or upon the  exercise  of options or  warrants  to purchase or
                  rights  to  subscribe  for such  convertible  or  exchangeable
                  securities and subsequent conversion or exchange thereof shall
                  be deemed to have been issued at the time such  securities are
                  issued or such options, warrants, or rights are issued and for
                  a  consideration  equal to the  consideration  received by the
                  Corporation  for any  such  securities  and  related  options,
                  warrants, or rights (excluding any cash received on account of
                  accrued  interest or accrued  dividends),  plus the additional
                  consideration,  if any, to be received by the Corporation upon
                  the conversion or exchange of such  securities or the exercise
                  of any related options, warrants, or rights (the


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<PAGE>

                  consideration  in each  case to be  determined  in the  manner
                  provided in subdivisions (A) and (B) above); and

                                    (iii)    on  any  change  in the  number  of
                  shares of Common Stock  deliverable  upon exercise of any such
                  options, warrants, or rights or conversions of or exchange for
                  such  convertible or exchangeable  securities or any change in
                  the  consideration  to be received by the Corporation upon the
                  exercise  of  any  such  options,   warrants,   or  rights  or
                  conversions   of  or   exchange   for  such   convertible   or
                  exchangeable  securities,  the Conversion  Price of the Series
                  A-1  Preferred  Stock shall  forthwith be  readjusted  to such
                  Conversion  Price of the Series A-1  Preferred  Stock as would
                  have  applied had the  adjustment  (made upon the  issuance of
                  such options, rights or securities not converted prior to such
                  change or options or rights  related  to such  securities  not
                  converted  prior to such  change)  been made upon the basis of
                  such change.

                           (D)      In   the   case   of   issuance   of   stock
appreciation rights, phantom stock options, or any other contractual arrangement
("SAR'S") that provide  payments or benefits  related to the value of securities
("BASE  SECURITIES")  of the Company,  the equivalent  number of Base Securities
shall be deemed to be issued and  outstanding,  except that such Base Securities
shall not be deemed to be  outstanding  when  calculating  an  adjustment to the
Conversion Price otherwise required hereunder as a result of the future issuance
of other  securities.  The issuance price of any Base Security treated as issued
pursuant  to this  subdivision  (D) shall be deemed to be the base  value of the
Base Security  established in the SAR for purposes of  calculating  payments due
under the SAR as the result of appreciation  of the Base Security.  For example,
if an employee is granted the right to receive cash equal to the future value of
a specified  number of shares of Common Stock in excess of $3.00 per share,  for
the purposes of this Section 4(a) such shares of Common Stock would be deemed to
be issued at $3.00 per share.

                           (E)      In the case of any  contingent  agreement to
issue  securities,  the securities shall be deemed to be outstanding at the time
such agreement is entered into (except that such securities  shall not be deemed
to be  outstanding  when  calculating  an  adjustment  to the  Conversion  Price
otherwise  required  hereunder  as a  result  of the  future  issuance  of other
securities).  The  sale  price  of such  securities  and the  sale  price of any
securities actually issued at the time of such agreement shall be determined for
purposes of this Section  4(a) by dividing  the sum of the number of  securities
actually issued and the securities issuable upon satisfaction of the contingency
by the total  consideration  received by the Corporation in connection with such
agreement. If the number of securities contingently issuable is not determinable
until the  contingency  occurs,  the maximum number of securities  issuable upon
such  occurrence  shall be deemed issued at the time of such  agreement.  If the
maximum


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number of securities is not determinable until the contingency occurs, then upon
occurrence of the  contingency  all securities  issued pursuant to the agreement
shall be deemed to have been issued at the time the  agreement  was entered into
for  the  total  consideration  received  by  the  Corporation  pursuant  to the
agreement and, if such  consideration per share of Common Stock is less than the
Conversion Price at the time of such agreement,  a retroactive adjustment to the
Conversion Price shall be made.

                           (F)      The  Corporation  is a party to that certain
Agreement  and Plan of Merger and  Reorganization  dated as of July 1, 1999 (the
"LOCKWOOD AGREEMENT") by and among the Corporation, Lockwood Acquisitions Corp.,
Lockwood Sign Group and the  shareholders  of Lockwood Sign Group (the "LOCKWOOD
SHAREHOLDERS").  The issuance to the Lockwood Shareholders of (i) 415,000 shares
of Common Stock  pursuant to Section  1.4(a)(ii)  of the Lockwood  Agreement and
(ii) up to 285,000  shares of Common Stock pursuant to Section  1.9(a),  (b) and
(c) of the  Lockwood  Agreement  shall  not give  rise to an  adjustment  of the
Conversion  Price under this Section 4; provided,  however,  if the  Corporation
issues  additional  shares of Common  Stock to the Lockwood  Shareholders  under
Section 1.4(c) or pays  additional  consideration  to the Lockwood  Shareholders
under Section 1.9(d) of the Lockwood  Agreement (in shares of Common Stock), the
issuance of shares of Common  Stock  under  Section  1.4(c) and the  issuance of
shares of Common  Stock and the  payment of  consideration  (in shares of Common
Stock or otherwise)  under Section 1.9(d) shall be considered to be events which
may give rise to an adjustment of the Conversion  Price under this Section 4, as
follows:

                           (i) In the case of the issuance of additional  shares
                  of  Common  Stock  under   Section   1.4(c)  of  the  Lockwood
                  Agreement,  each share of Common Stock  issued  under  Section
                  1.4(c) of the Lockwood  Agreement  shall be considered  issued
                  for the  Average  Trading  Price (as  defined in the  Lockwood
                  Agreement)  of the Common Stock for the last 31 calendar  days
                  of  the   Measuring   Period  (as  defined  in  the   Lockwood
                  Agreement).

                           (ii) In the case of the payment of additional  shares
                  of  Common  Stock  under   Section   1.9(d)  of  the  Lockwood
                  Agreement,  each share of Common Stock  issued  under  Section
                  1.9(d) of the Lockwood  Agreement  shall be considered  issued
                  for the  Average  Trading  Price (as  defined in the  Lockwood
                  Agreement) during the last 31 days of the Contingent Measuring
                  Period (as defined in the Lockwood Agreement).

                           (b)      If at any  time  the  number  of  shares  of
Common Stock  outstanding is increased by a stock dividend  payable in shares of
Common Stock or by a subdivision  or split-up of shares of Common  Stock,  then,
effective the record date for such stock dividend,  subdivision or split-up, the
Conversion Price shall be  appropriately  decreased so that the number of shares
of Common Stock  issuable on  conversion  of each share of Series A-1  Preferred
Stock shall be increased in proportion to such increase in outstanding shares.



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<PAGE>

                           (c)      If at any  time  the  number  of  shares  of
Common Stock outstanding is decreased by a combination of the outstanding shares
of Common  Stock,  then,  effective  the record date for such  combination,  the
Conversion Price shall be  appropriately  increased so that the number of shares
of Common Stock  issuable on  conversion  of each share of Series A-1  Preferred
Stock shall be decreased in proportion to such decrease in outstanding shares.

                           (d)      If, at any time, the Corporation shall fix a
record date for the making of a dividend or  distribution  to the holders of its
Common  Stock of  assets  (other  than  regular  cash  dividends  out of  earned
surplus), evidences of its indebtedness,  subscription rights, or warrants, then
in each such case the Conversion Price shall be reduced to the amount determined
by multiplying  (i) the  Conversion  Price in effect  immediately  prior to such
record date by (ii) a fraction, of which the numerator shall be the total number
of outstanding  shares of Common Stock  (including as outstanding  all shares of
Common  Stock  issuable  upon  conversion  of  convertible   securities  of  the
Corporation,  except for Series  A-1  Preferred  Stock,  and  issuable  upon the
exercise of  warrants,  except for  warrants  issued  pursuant  to the  Purchase
Agreement,  and options of the Corporation) multiplied by the current Conversion
Price,  less the fair market value (as determined in good faith by the Company's
Board of Directors) of the portion of the assets or evidences of indebtedness to
be  distributed  or of such  subscription  rights or warrants,  and of which the
denominator  shall be the total number of outstanding  shares of Common Stock on
such record date  (including as outstanding  all shares of Common Stock issuable
upon conversion of convertible securities of the Corporation,  except for Series
A-1  Preferred  Stock,  and issuable  upon the exercise of warrants,  except for
warrants  issued  pursuant  to  the  Purchase  Agreement,  and  options  of  the
Corporation)  multiplied by the current  Conversion Price. Such adjustment shall
be made  successively  whenever  such a record  date is fixed and  shall  become
effective   immediately   after  the  record  date  for  the   determination  of
shareholders entitled to receive the distribution.

                           (e)      In any case in which the  provisions of this
Article V shall require that an adjustment become effective  immediately after a
record date of an event,  the Corporation may defer until the occurrence of such
event (aa)  issuing to the  holder of any share of Series  A-1  Preferred  Stock
converted  after such  record date and before the  occurrence  of such event the
shares  of  capital  stock  issuable  upon  such  conversion  by  reason  of the
adjustment  required by such event in  addition  to the shares of capital  stock
issuable upon such conversion before giving effect to such adjustments, and (bb)
if applicable,  paying to such holder any amount in cash in lieu of a fractional
share of capital stock; provided, however, that the Corporation shall deliver to
such holder an appropriate  instrument evidencing such holder's right to receive
such additional shares and cash.


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<PAGE>

                           (f)      Whenever  the  Conversion   Price  shall  be
adjusted,  the  Corporation  shall make available for inspection  during regular
business hours, at its principal executive offices or at such other place as may
be  designated by the  Corporation,  a statement  signed by its chief  executive
officer showing in detail the facts requiring such adjustment and the Conversion
Price that shall be in effect after such adjustment.  The Corporation shall also
cause a copy of such statement to be sent by first class certified mail,  return
receipt  requested and postage  prepaid,  to each holder of Series A-1 Preferred
Stock affected by the adjustment.

                           (g)      If the Corporation shall propose to take any
action of the types  described in clauses (a), (b) or (c) of this Section 4, the
Corporation  shall give notice to each holder of shares of Series A-1  Preferred
Stock,  which notice shall  specify the record date, if any, with respect to any
such  action and the date on which such  action is to take  place.  Such  notice
shall  also set forth such facts  with  respect  thereto as shall be  reasonably
necessary  to indicate  the effect of such action (to the extent such effect may
be known at the date of such  notice) on the  Conversion  Price and the  number,
kind or  class  of  shares  or  other  securities  or  property  which  shall be
deliverable  or  purchasable  upon the  occurrence of such action or deliverable
upon  conversion  of shares of Series A-1  Preferred  Stock.  In the case of any
action  which would  require the fixing of a record  date,  such notice shall be
given at least 20 days  prior  to the date so  fixed,  and in case of all  other
action,  such notice shall be given at least 30 days prior to the taking of such
proposed action.  Failure to give such notice, or any defect therein,  shall not
affect the legality or validity of any such action.

                           (h)      The  Corporation  shall  at all  times  keep
reserved, free from preemptive rights, out of its authorized but unissued shares
of Common Stock,  solely for the purpose of effecting  the  conversion of Series
A-1  Preferred  Stock,  sufficient  shares of Common  Stock to  provide  for the
conversion of all outstanding shares of Series A-1 Preferred Stock.


                           (i)      Without  duplication of any other adjustment
provided  for in this  Section  4 at any time the  Corporation  makes or fixes a
record date for the determination of holders of Common Stock entitled to receive
a dividend or other distribution  payable in securities of the Corporation other
than  shares of Common  Stock,  provision  shall be made so that each  holder of
Series A-1 Preferred Stock shall receive upon conversion thereof, in addition to
the shares of Common Stock receivable thereupon, the number of securities of the
Corporation  which it would have received had its shares of Series A-1 Preferred
Stock been  converted  into shares of Common Stock on the date of such event and
had such holder thereafter, during the period from the date of such event to and
including  the date of  conversion,  retained such  securities  receivable by it
pursuant to this paragraph during such period


                                       10

<PAGE>
3


                           (j)      The  Corporation  will not, by  amendment of
its Articles of Incorporation 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
Section  4 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 Series
A-1 Preferred Stock against impairment.

                           (k)      The  computations  of all amounts under this
Section 4 shall be made assuming all other  anti-dilution or similar adjustments
to be made to the terms of all other  securities  resulting from the transaction
causing an adjustment  pursuant to Section 4 have  previously been made so as to
maintain the relative  economic interest of the Series A-1 Preferred Stock vis a
vis all other securities issued by the Corporation.

                           (l)      The  Corporation  shall  take or cause to be
taken such steps as shall be necessary to ensure that the par value per share of
Common Stock is at all times less than or equal to the Conversion Price.

         VI.       VOTING RIGHTS.

                  1. The holders of record of Series A-1  Preferred  Stock shall
have the right to vote with holders of the Common Stock as a single class on all
matters  submitted for vote to holders of the Common Stock.  The number of votes
represented by each outstanding  share of Series A-1 Preferred Stock outstanding
and  entitled  to vote on such  matters  shall be equal to the  number  of whole
shares of Common  Stock into which such share of Series A-1  Preferred  Stock is
convertible  at the Conversion  Price then in effect.  Holders of the Series A-1
Preferred  Stock shall not have any other voting rights,  except where otherwise
required by applicable law and except as set forth in Article VII below.

                  2. Holders of the Majority in Interest shall have the right to
designate  one  representative  to attend and observe all meetings of the Board.
Following the designation of such  representative of the Majority in Interest by
written  notice  to the  Corporation,  the  Corporation  shall  deliver  to such
Representative  notice of all meetings of the Board of Directors  simultaneously
with the delivery of notice to members of the Board.

         VII.      PROHIBITED TRANSACTIONS.

                  For so long as any  shares of Series A-1  Preferred  Stock are
outstanding,  the Corporation shall not, without the affirmative written consent
or approval of the Majority in Interest:

                                       11
<PAGE>

                  1.  in  any  manner  authorize,   create,  designate,   issue,
distribute or sell any class or series of capital stock (including any shares of
treasury stock) or rights,  options,  warrants or other  securities  convertible
into or exercisable or exchangeable for capital stock or any debt security which
by its terms is convertible  into or exchangeable for any equity security or has
any other  equity  feature or any  security  that is a  combination  of debt and
equity,  which,  in each case, as to the payment of dividends,  distribution  of
assets or redemptions,  including, without limitation,  distributions to be made
upon a  Liquidation,  is  senior  to the  Common  Stock or  which in any  manner
adversely affects the holders of the Series A-1 Preferred Stock;

                  2. in any manner (i) increase the authorized  number of shares
of Series A-1  Preferred  Stock,  (ii) alter or change the terms,  designations,
powers,  preferences  or  relative,  participating,  optional  or other  special
rights, or the  qualifications,  limitations or restrictions,  of the Series A-1
Preferred  Stock,  or (iii) issue,  distribute  or sell any shares of Series A-1
Preferred  Stock  other than the 50,000  shares of Series  A-1  Preferred  Stock
issued on the Original Issuance Date;

                  3.  reclassify  the  shares of any class or series of  capital
stock into shares of any class or series of capital stock (i) ranking, either as
to payment of  dividends,  distributions  of assets or  redemptions,  including,
without limitation,  distributions to be made upon a Liquidation,  senior to the
Common Stock,  or (ii) which in any manner  adversely  affects the rights of the
holders of the Series A-1 Preferred Stock in their capacity as such;

                  4.  take any  action  to cause any  amendment,  alteration  or
repeal of any of the provisions of the Articles of  Incorporation  or the Bylaws
of the  Corporation,  if such  amendment,  alteration  or repeal  would  have an
adverse effect on the rights of the holders of the Series A-1 Preferred Stock;

                  5.   approve   or   authorize   any    Liquidation    or   any
recapitalization of the Corporation; or

                  6. enter into any  agreement or  arrangement  to do any of the
foregoing.

         VIII.     DEFINITIONS.

                  As used herein,  the following  terms shall have the following
meanings:

                  "AFFILIATE"   has  the  meaning   ascribed  to  it  under  the
Securities Act of 1933, as amended.

                  "BOARD" shall mean the Board of Directors of the Corporation.

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<PAGE>

                  "CHANGE  OF  CONTROL  OF  THE  CORPORATION"   shall  mean  any
transaction  or any  event as a  result  of  which  (i) any one or more  Persons
acquires or for the first time controls or is able to vote  (directly or through
nominees or beneficial  ownership) after the Original  Issuance Date 25% or more
of any class of stock of the  Corporation  outstanding  at the time having power
ordinarily to vote for directors of the  Corporation or (ii) the control of more
than 25% of the number of shares of Common Stock held by Persons on the Original
Issuance  Date has been  transferred  (including  transfers  by and  among  such
Persons) since the Original Issuance Date in the aggregate. For purposes of this
paragraph,  "Common  Stock" shall include  shares of Common Stock  issuable upon
exercise  of  warrants,  options  and  other  rights  to  acquire  Common  Stock
outstanding on the Original Issuance Date,  whether or not at the time exercised
or exercisable.

                  "CLOSING  PRICE" shall mean the closing price per share of the
Common  Stock as reported  on the NASDAQ  National  Market  System or, if not so
reported, as reported by the principal national securities exchange on which the
Common Stock is then traded.

                  "COMMON  STOCK"  shall  mean  and  include  the  Corporation's
authorized  Common  Stock,  par value  $.001 per share,  as  constituted  on the
Original Issuance Date, and shall also include any capital stock of any class of
the Corporation  thereafter authorized which shall not be limited to a fixed sum
or  percentage  of par value in respect of the rights of the holders  thereof to
participate in dividends or in the  distribution of assets upon the voluntary or
involuntary liquidation,  dissolution or winding up of the Corporation; PROVIDED
that the shares of Common  Stock  receivable  upon  conversion  of shares of the
Preferred  Stock of the  Corporation,  shall  include only shares  designated as
Common Stock of the Corporation on the Original Issuance Date.

                  "COMMON  STOCK  EQUIVALENT"  shall  mean all  shares of Common
Stock outstanding and all shares of Common Stock issuable (without regard to any
present restrictions on such issuance) upon the conversion, exchange or exercise
of all  securities of the  Corporation  that are  convertible,  exchangeable  or
exercisable for Common Stock and all Common Stock appreciation  rights,  phantom
Common  Stock  rights and other  rights to acquire,  or to receive or to be paid
amounts of, the Common Stock.

                  "CONVERSION  PRICE"  shall mean $2.00,  subject to  adjustment
from time to time in accordance with the provisions of Article V hereof.

                  "DIRECTLY AND INDIRECTLY" shall mean whenever any provision of
this Agreement  requires or prohibits  action to be taken by a Person,  that the
provision  applies  regardless  of  whether  the  action  is taken  directly  or
indirectly by the Person.

                  "EVENT OF DEFAULT" shall mean (i) a default by the Corporation
in the  performance  of  any  covenant  set  forth  in  either  of the  Purchase
Agreements or any Ancillary

                                       13
<PAGE>

Agreement (as defined in Purchase  Agreement) and the failure of the Corporation
to cure any such  default  within  thirty  days of  receipt  of  written  notice
specifying  such default from a Majority in Interest,  (ii) the  representations
and warranties made by the Corporation in either Purchase  Agreement,  or in any
schedule or  certificate  delivered  by the  Corporation  pursuant to a Purchase
Agreement,  shall prove to be untrue with respect to any material  matter on the
date as of which the facts set forth  therein are stated or  certified,  and the
matter that is the subject of such misrepresentation or breach of warranty shall
have resulted in material damages or other material adverse  consequences to the
holders of Series A-1  Preferred  Stock which shall not have been  mitigated  in
full within 90 days of receipt by the  Corporation of written notice  specifying
such misrepresentation or breach of warranty from a Majority in Interest,  (iii)
the Corporation shall fail to declare and pay (on the dates specified in Article
II,  Section 1) dividends on the Series A-1 Preferred  Stock in accordance  with
Article II,  Section 1, (iv) a petition  shall be filed against the  Corporation
under  any  bankruptcy,  reorganization,  or  insolvency  law and  shall  not be
dismissed within thirty days after such filing, (v) the Corporation shall file a
petition in  bankruptcy  or request  reorganization  under any  provision of any
bankruptcy,  reorganization, or insolvency law or shall consent to the filing of
any petition against it under any such law, or (vi) the Corporation shall make a
formal or  informal  assignment  for the  benefit of its  creditors  or admit in
writing its inability to pay its debts  generally  when they become due or shall
consent  to  the  appointment  of a  receiver,  trustee,  or  liquidator  of the
Corporation or of all or any part of the property of the Corporation.

                  "JUNIOR STOCK" shall mean the Common Stock and any other class
of stock of the  Corporation  hereafter  authorized  over  which the  Series A-1
Preferred Stock has preference or priority in the payment of dividends or in the
distribution  of assets on any  liquidation,  dissolution  or  winding up of the
Corporation.

                  "LIQUIDATION"   shall  mean  any   voluntary  or   involuntary
liquidation,  dissolution or winding up of the affairs of the Corporation, other
than  any  dissolution,  liquidation  or  winding  up  in  connection  with  any
reincorporation of the Corporation in Florida or Delaware.

                  "LIQUIDATION  AMOUNT"  shall mean,  as to each share of Series
A-1 Preferred Stock, the Series A-1 Original Issuance Price plus any accrued but
unpaid dividends.

                  "MAJORITY IN INTEREST" shall mean the registered  holders of a
majority of the  outstanding  shares of Series A-1 Preferred  Stock at any given
time.

                  "ORIGINAL  ISSUANCE  DATE" for the Series A-1 Preferred  Stock
means  the date of  original  issuance  of the  first  share of the  Series  A-1
Preferred Stock.

                                       14
<PAGE>

                  "PERSON" shall mean an individual,  partnership,  corporation,
joint  stock  company,   firm,  land  trust,   business  trust,   unincorporated
organization,  limited  liability  company,  or  other  business  entity,  or  a
government or agency or political subdivision thereof.

                  "PURCHASE   AGREEMENT"  shall  mean  the  Securities  Purchase
Agreement dated July 30, 1999 between the Corporation and certain  purchasers of
Series A Preferred Stock and the Agreement to Provide Guaranty dated January 10,
2001 between the Corporation and the holders of Series A Preferred Stock.

                  "REDEMPTION   EVENT"   shall   mean   (i)  a   sale,   merger,
consolidation, or share exchange of the Corporation resulting in the transfer of
voting control or majority economic interest of the Corporation,  (ii) a sale or
other disposition of all or substantially  all of the  Corporation's  assets, or
(iii) a Change of Control of the Corporation.

                  "SALE OF THE  CORPORATION"  shall  mean (i) the sale of all or
substantially  all  of  the  Corporation's  assets  to a  Person  who  is not an
Affiliate  of the  Corporation,  (ii) the sale or  transfer  of the  outstanding
capital stock of the  Corporation  to one or more Persons who are not Affiliates
of the Corporation, or (iii) the merger or consolidation of the Corporation with
or into another Person who is not an Affiliate of the Corporation,  in each case
in clauses  (ii) and (iii) above under  circumstances  in which the holders of a
majority in voting power of the  outstanding  capital stock of the  Corporation,
immediately prior to such transaction,  own less than a majority in voting power
of the  outstanding  capital  stock  of the  Corporation  or  the  surviving  or
resulting  corporation or acquirer,  as the case may be,  immediately  following
such transaction. A sale (or multiple related sales) of one or more subsidiaries
of the Corporation (whether by way of merger,  consolidation,  reorganization or
sale of all or substantially  all assets or securities) which constitutes all or
substantially all of the consolidated  assets of the Corporation shall be deemed
a Sale of the Corporation.

                  "SERIES A-1  ORIGINAL  ISSUANCE  PRICE" shall mean $100.00 per
share of Series A-1 Preferred Stock.

                  "STOCK"  shall mean (i) the presently  issued and  outstanding
shares of Common Stock and Preferred Stock and any options or stock subscription
warrants  exercisable therefor (which options and warrants shall be deemed to be
that number of outstanding shares of Stock for which they are exercisable), (ii)
any  additional  shares of capital  stock of the  Company  hereafter  issued and
outstanding and (iii) any shares of capital stock of the Company into which such
shares may be converted or for which they may be exchanged or exercised.






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