EXHIBIT 3.7


                           CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION



                        [ FILING RECEIPT APPEARS HERE ]


 N. Y. S. DEPARTMENT OF STATE
 DIVISION OF CORPORATIONS AND STATE RECORDS          ALBANY, NY 12231-0001

                                FILING RWBIPT
 ============================================================================
 ENTITY NAME: INTEGRATED PERFORMANCE SYSTEMS, INC.

 DOCUMENT TYPE: AMENDMENT (DOMESTIC BUSINESS)                 COUNTY: SUFF
                STOCK
 SERVICE COMPANY: * * NO SERVICE COMPANY * *              SERVICE CODE: 00

 ============================================================================
 FILED: 2/10/2003 DURATION: *********  CASH#:030210000569 FILM #:030210000539

 ADDRESS FOR PROCESS
 -------------------

 REGISTERED AGENT
 ----------------


    STOCK:  110000000 PV           [ STATE OF NEW YORK DEPARTMENT
                                     OF STATE SEAL APPEARS HERE ]

 ============================================================================
 FILER                                FEES        60.00    PAYMENTS    60.00
 -----                                ----                           -------
                                      FILING      60.00    CASH         0.00
 P. RONALD ALLEN                      TAX          0.00    CHECK       60.00
 INTEGRATED PBXFORMANCE SYSTEMS INC.  CERT         0.00    CHARGE       0.00
 17300 N. DALLAS PKWY STE. 2040       COPIES       0.00    DRAWDOWN     0.00
 DALLAS, TX 75248                     HANDLING     0.00    BILLED       0.00
                                                           REFUND       0.00
                                                           ------
 ============================================================================
                                                     DOS-1025 (11/89)


<PAGE>

                           CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION
                   OF INTEGRATED PERFORMANCE SYSTEMS, INC.
              UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

 The undersigned,  being  the  President  and  the  Secretary  of  Integrated
 Performance Systems, Inc., does hereby certify and set forth:

      I.   The name  of the  Corporation is  Integrated Performance  Systems,
 Inc.  The name under which the Corporation was formed is Espo's Inc.

      II.  The date  its  Certificate  of  Incorporation  was  filed  by  the
 Department of State is the 29th day of November, 1990

      III. The Certificate of  Incorporation is hereby  amended, pursuant  to
 Section 502(d)  of the  Business Corporation  Law, by  the addition  of  the
 following  provisions  fixing  the  number,  designation,  relative  rights,
 preferences, and limitations of  50,000 shares of  the 10,000,000 shares  of
 Preferred Stock authorized by the Certificate of Incorporation, as fixed  by
 the Board of Directors pursuant to authority vested in it by the Certificate
 of Incorporation, as follows:


      The Series A Preferred Stock, $0.01 par value ("Series A Preferred") is
      to consist of 10,000  shares, of which the  rights and preferences  and
      relative, participating,  optional or  other  special rights,  and  the
      qualifications,  limitations  or  restrictions   of  such  rights   and
      preferences shall be as follows:

      1.   Dividends.        The  holders  of Series  A  Preferred  shall  be
      entitled to receive, when and as declared by the Board of Directors out
      of the funds of  the Corporation, legally  available therefor, and  the
      Corporation shall be bound  to pay thereon,  payable in cash  only,from
      said proceeds,  at  the  annual  rate of  eight  percent  (8%)  of  the
      Liquidation Value per annum  per share of  Series A Preferred,  payable
      monthly, for the calendar year 2000, with the dividend rate  increasing
      to ten percent (10%) for 2001, twelve percent (12%) for 2002,  fourteen
      percent (14%) for 2003 and thereafter.  Such dividends shall be paid in
      preference to the  dividends on any  other class of  capital stock,  or
      series thereof.    Such  dividends shall  commence  to  accrue  on  the
      effective date  of  the agreement  to  issue  the stock  and  shall  be
      available to holders of record on the record date as fixed by the board
      of directors of the Corporation.   Such dividends shall be  cumulative,
      so that  if  at any  time,  dividends  upon the  outstanding  Series  A
      Preferred shall not have been paid or declared and a sum sufficient for
      the payment  thereof set  apart for  such payment,  the amount  of  the
      deficiency shall accrue and shall bear dividends at the annual rate  of
      twelve percent (12%) per  annum and the  aggregate deficiency shall  be
      fully paid, or dividends in such  amount declared and a sum  sufficient
      for the  payment thereof  set apart  for such  payment, for  all  prior
      periods before any sum or sums shall be paid or set aside as  dividends
      for any  other  class, or  series  thereof,  of capital  stock  of  the
      corporation.   If  the dividend  on  the  Series A  Preferred  for  any
      dividend period shall not have been paid or set apart in full, no asset
      which is by law available for the payment of dividends shall be paid or
      set aside for the purchase or redemption of any class of capital stock,
      or any series thereof, of the corporation.

           2.   Voting Rights.  The Series A  Preferred shall have the  right
      to vote  on  any or all matters  that the holders  of Common Stock  are
      entitled to vote on.  Each share of Series A Preferred shall have 1,000
      votes; that is, one vote for each dollar of Liquidation Value.

           3.   Redemption.

                     a.   Subject to the other provisions of this Paragraph 3
                and applicable law, the corporation shall have the right, but
                not the obligation, to redeem the  Series A Preferred at  any
                time at a price equal to the Liquidation Value.  If any  such
                notice of redemption  shall have been  duly given  or if  the
                Corporation shall have granted to a bank or trust company  an
                irrevocable  written  authorization   promptly  to  give   or
                complete such notice and  pay all amounts  due to holders  of
                shares (as  evidenced by  a list  of holders  of such  shares
                certified by the  president or a  vice president  and by  the
                secretary or  an  assistant  secretary  of  the  Corporation)
                called for redemption  and if,  on or  before the  redemption
                date  specified  therein,  all   funds  necessary  for   such
                redemption (including an amount equal to the accumulated  and
                unpaid dividends thereon  to the date  fixed for  redemption)
                shall have been deposited by  the Corporation with such  bank
                or trust company designated in such notice, in trust for  the
                pro rata benefit of the holders  of the shares so called  for
                redemption, then,  notwithstanding that  any certificate  for
                shares  so  called  for   redemption  shall  not  have   been
                surrendered for cancellation, from and after the time of such
                deposit (or from and after the redemption date if such notice
                shall fail  to state  the holders  of the  shares called  for
                redemption may  receive their  Redemption Price  at any  time
                after such deposit),  all shares with  respect to which  such
                deposit shall have been made shall no longer be deemed to  be
                outstanding and all rights with respect to such shares  shall
                cease and terminate, except for the  right of the holders  of
                the certificates,  upon  surrender thereof,  to  receive  the
                Redemption Price  out  of  the funds  so  deposited,  without
                interest.  Any interest accrued on  such funds shall be  paid
                to the Corporation from time to time.

                     b.   Any  shares   of  Series   A  Preferred   redeemed,
                purchased or otherwise acquired  by the Corporation shall  be
                deemed canceled and  may thereafter be  reissued as Series  A
                Preferred or any  other series of  Preferred Stock  at a  par
                value set by the Board of Directors.

           4.   Foreclosure.

                     a.   The Corporation assigns  a secured  interest and  a
                perfected lien position on all  assets of the corporation  in
                order to secure the  redemption of the  Series A Preferred.
                This security interest is not subordinated to any other class
                or series of stock.

                     b.   If dividends  payable  on the  Series  A  Preferred
                shall be in  default in an  aggregate amount  equal to  three
                full months' dividends,  the holders thereof  shall have  the
                right, to be exercised only upon the affirmative vote of  the
                holders of the majority of the shares of Series A  Preferred,
                to foreclose on their security  interest in the assets  after
                the notice and the notice time period legally required by the
                appropriate  jurisdiction   for  the   asset   classification
                intended to  be foreclosed.    Proceeds remaining  after  the
                foreclosure sale and  related expenses (including  attorney's
                fees) shall be  distributed to the  holders of  the Series  A
                Preferred pro-rata in  accordance with the  number of  shares
                held by each.  After payment in full to the holders of Series
                A Preferred of  the amount  distributable to  them as  herein
                provided, the  excess,  if  any, shall  be  remitted  to  the
                corporation.

           5.   Conversion  No holder  of Series A  Preferred shall have  the
      right to convert the shares of  Series A Preferred held by such  holder
      into fully  paid  and  nonassessable shares  of  Common  Stock  of  the
      Corporation.

           6.   Priority in Event of Dissolution  and Liquidation or Sale  of
      Assets.

                a.   Subject to the remaining provisions of this Paragraph 5,
           in the event of any sale of all or substantially all of the assets
           of the Corporation or any  liquidation, dissolution or winding  up
           of the affairs of the Corporation, whether voluntary or  otherwise
           (a "Liquidating Event"), after payment or provision for payment of
           the debts and other liabilities of the corporation, the holders of
           Series A  Preferred  shall be  entitled  to receive,  out  of  the
           remaining net  assets  of  the Corporation,  an  amount  equal  to
           $1,000.00 in cash, plus all accumulated but unpaid dividends  (the
           "Liquidation Value"),  for  each  outstanding share  of  Series  A
           Preferred, before any distribution or payment shall be made to the
           holders of Common Stock of the  corporation.  Upon the  occurrence
           of any  Liquidating Event,  and after  payment or  provisions  for
           payment of the debts and other liabilities of the Corporation,  if
           the assets  of  the  Corporation  available  for  distribution  to
           shareholders shall be  insufficient to permit  the payment to  the
           holders of Series A, B,  C and D Preferred  of an amount equal  to
           the Liquidation Value per share, then all the remaining assets  of
           the Corporation shall be distributed ratably among the holders  of
           Series A, B, C and D  Preferred then outstanding according to  the
           number of  shares held  by each.   After  payment in  full to  the
           holders of Series A Preferred of the amount distributable to  them
           as herein provided, the holders of any other junior capital  stock
           shall be entitled,  to the exclusion  of the holders  of Series  A
           Preferred, to  share  ratably  in  the  remaining  assets  of  the
           Corporation in accordance with their respective rights.

                b.   Neither the consolidation nor merger of the  corporation
           with or into any other corporation shall be deemed to be a sale of
           all or substantially  all of the  assets of the  Corporation or  a
           liquidation, dissolution  or  winding up  of  the affairs  of  the
           Corporation, whether voluntary or otherwise, within the meaning of
           this Paragraph 5.

                c.   No provision of  this Paragraph 5  shall in any  manner,
           prior to any sale of all or substantially all of the assets of the
           corporation or any liquidation, dissolution  or winding up of  the
           affairs of the Corporation, whether voluntary or otherwise  create
           or be  considered or  deemed to  create any  restriction upon  the
           surplus of the Corporation or prohibit the payment of dividends on
           the capital  stock of  the corporation  out of  the funds  of  the
           Corporation  legally  available  therefor,  nor  shall  any   such
           restriction or  prohibition  be in  any  manner implied  from  the
           provisions of this Paragraph 5.

           7.   Shareholder's Agreement.  The Series A Preferred Shareholders
      shall notify the Corporation of any  proposed transfer of the Series  A
      Preferred and shall give the Corporation a right of first refusal on  a
      proposed transfer of the Series A Preferred.

                a.   Notice of transfer of Series A Preferred shall be  given
           by mailing such  notice not less  than twenty (20)  nor more  than
           fifty (50) days prior to the date fixed for such proposed transfer
           to the  Corporation of  shares  of Series  A  Preferred to  be  so
           transferred, by first class mail, postage  prepaid.  If less  than
           all of the outstanding  Series A Preferred  is to be  transferred,
           the redemption  may be  made pro  rata, by  lot or  in such  other
           equitable manner as may be prescribed  by resolution of the  Board
           of directors.

                b.   Subject to the foregoing and to the provisions contained
           in this Paragraph 6, the Board of directors shall have full  power
           and authority to  prescribe the  terms and  conditions upon  which
           Series A Preferred shall be transferred from time to time.


      The Series B Preferred Stock, $0.01 par value ("Series B Preferred") is
      to consist of 10,000  shares, of which the  rights and preferences  and
      relative, participating,  optional or  other  special rights,  and  the
      qualifications,  limitations  or  restrictions   of  such  rights   and
      preferences shall be as follows:

           1.   Dividends.   The  holders  of Series  B  Preferred  shall  be
      entitled to receive, when and as declared by the Board of Directors out
      of the funds of  the Corporation, legally  available therefor, and  the
      Corporation shall be bound to pay  thereon, payable in cash only,  from
      said  proceeds,  at  the  annual  rate  of  six  percent  (6%)  of  the
      Liquidation Value per annum  per share of  Series B Preferred,  payable
      quarterly.  Such dividends shall be paid in preference to the dividends
      on any other class of capital stock, or series thereof except Series  A
      Preferred.  Such dividends  shall commence to  accrue on the  effective
      date of the  agreement to  issue the stock  and shall  be available  to
      holders of record on the record date as fixed by the board of directors
      of the Corporation.  Such dividends shall be cumulative, so that if  at
      any time, dividends upon the outstanding  Series B Preferred shall  not
      have been paid or declared and a sum sufficient for the payment thereof
      set apart for such payment, the  amount of the deficiency shall  accrue
      and shall bear dividends at the annual rate of twelve percent (12%) per
      annum and the aggregate deficiency shall be fully paid, or dividends in
      such amount declared and a sum  sufficient for the payment thereof  set
      apart for such payment,  for all prior periods  before any sum or  sums
      shall be paid or set aside as dividends for any other class, or  series
      thereof, of capital stock of the  corporation.  If the dividend on  the
      Series B Preferred for any dividend period shall not have been paid  or
      set apart in full, no asset which  is by law available for the  payment
      of dividends shall be paid or set aside for the purchase or  redemption
      of  any  class  of  capital  stock,  or  any  series  thereof,  of  the
      corporation.

           2.   Voting Rights.   The Series B  Preferred shall  not have  the
      right to vote  on any or all  matters that the holders of Common  Stock
      are entitled to vote on.

           3.   Redemption.

                a.   Subject to the other provisions of this Paragraph 3  and
           applicable law, the corporation shall have the right, but not  the
           obligation, to redeem  the Series  B Preferred  at any  time at  a
           price equal  to the  Liquidation Value.   If  any such  notice  of
           redemption shall have been duly given or if the Corporation  shall
           have granted to  a bank or  trust company  an irrevocable  written
           authorization promptly to give or complete such notice and pay all
           amounts due  to holders  of  shares (as  evidenced  by a  list  of
           holders of  such  shares certified  by  the president  or  a  vice
           president and by the  secretary or an  assistant secretary of  the
           Corporation) called  for  redemption  and if,  on  or  before  the
           redemption date specified  therein, all funds  necessary for  such
           redemption (including  an  amount  equal to  the  accumulated  and
           unpaid dividends thereon to the  date fixed for redemption)  shall
           have been deposited  by the Corporation  with such  bank or  trust
           company designated  in such  notice, in  trust  for the  pro  rata
           benefit of the  holders of the  shares so  called for  redemption,
           then, notwithstanding that  any certificate for  shares so  called
           for redemption shall not  have been surrendered for  cancellation,
           from and after  the time of  such deposit (or  from and after  the
           redemption date if such notice shall fail to state the holders  of
           the shares  called for  redemption  may receive  their  Redemption
           Price at any time after such deposit), all shares with respect  to
           which such deposit shall have been made shall no longer be  deemed
           to be outstanding and all rights with respect to such shares shall
           cease and terminate, except  for the right of  the holders of  the
           certificates, upon surrender  thereof, to  receive the  Redemption
           Price out  of  the funds  so  deposited, without  interest.    Any
           interest accrued on such  funds shall be  paid to the  Corporation
           from time to time.

                b.   Any shares of Series B Preferred redeemed, purchased  or
           otherwise acquired by the Corporation shall be deemed canceled and
           may thereafter  be reissued  as Series  B Preferred  or any  other
           series of  Preferred Stock  at a  par value  set by  the Board  of
           Directors.

           4.   Conversion  A  holder of Series  B Preferred  shall have  the
      right to convert the shares of  Series B Preferred held by such  holder
      into fully  paid  and  nonassessable shares  of  Common  Stock  of  the
      Corporation at the rate of $3.00 per common share for a period of  five
      years after issuance of the Series  B Preferred shares to the holder.
      Notice of intent to convert shall be given in a form determined by  the
      Board of Directors.

           5.   Priority in Event of Dissolution  and Liquidation or Sale  of
      Assets.

                a.   Subject to the remaining provision of this Paragraph  5,
           in the event of any sale of all or substantially all of the assets
           of the Corporation or any  liquidation, dissolution or winding  up
           of the affairs of the Corporation, whether voluntary or  otherwise
           (a "Liquidating Event"), after payment or provision for payment of
           the debts and other liabilities of the corporation, the holders of
           Series B  Preferred  shall be  entitled  to receive,  out  of  the
           remaining net  assets  of  the Corporation,  an  amount  equal  to
           $1,000.00 in cash, plus all accumulated but unpaid dividends  (the
           "Liquidation Value"),  for  each  outstanding share  of  Series  B
           Preferred, before any distribution or payment shall be made to the
           holders of Common Stock of the  corporation.  Upon the  occurrence
           of any  Liquidating Event,  and after  payment or  provisions  for
           payment of the debts and other liabilities of the Corporation,  if
           the assets  of  the  Corporation  available  for  distribution  to
           shareholders shall be  insufficient to permit  the payment to  the
           holders of Series A, B,  C and  D Preferred of an amount equal  to
           the Liquidation Value per share, then all the remaining assets  of
           the Corporation shall be distributed ratably among the holders  of
           Series A, B, C and D  Preferred then outstanding according to  the
           number of  shares held  by each.   After  payment in  full to  the
           holders of Series B Preferred of the amount distributable to  them
           as herein provided, the holders of any other junior capital  stock
           shall be entitled,  to the exclusion  of the holders  of Series  B
           Preferred, to  share  ratably  in  the  remaining  assets  of  the
           Corporation in accordance with their respective rights.

                b.   Neither the consolidation nor merger of the  corporation
           with or into any other corporation shall be deemed to be a sale of
           all or substantially  all of the  assets of the  Corporation or  a
           liquidation, dissolution  or  winding up  of  the affairs  of  the
           Corporation, whether voluntary or otherwise, within the meaning of
           this Paragraph 5.

                c.   No provision of  this Paragraph 5  shall in any  manner,
           prior to any sale of all or substantially all of the assets of the
           corporation or any liquidation, dissolution  or winding up of  the
           affairs of the Corporation, whether voluntary or otherwise  create
           or be  considered or  deemed to  create any  restriction upon  the
           surplus of the Corporation or prohibit the payment of dividends on
           the capital  stock of  the corporation  out of  the funds  of  the
           Corporation  legally  available  therefor,  nor  shall  any   such
           restriction or  prohibition  be in  any  manner implied  from  the
           provisions of this Paragraph 5.

           6.   Shareholder's Agreement.  The Series B Preferred Shareholders
      shall notify the Corporation of any  proposed transfer of the Series  B
      Preferred and shall give the Corporation a right of first refusal on  a
      proposed transfer of the Series B Preferred.

                a.   Notice of transfer of Series B Preferred shall be  given
           by mailing such  notice not less  than twenty (20)  nor more  than
           fifty (50) days prior to the date fixed for such proposed transfer
           to the  Corporation of  shares  of Series  B  Preferred to  be  so
           transferred, by first class mail, postage  prepaid.  If less  than
           all of the outstanding  Series B Preferred  is to be  transferred,
           the redemption  may be  made pro  rata, by  lot or  in such  other
           equitable manner as may be prescribed  by resolution of the  Board
           of directors.

                b.   Subject to the foregoing and to the provisions contained
           in this Paragraph 6, the Board of directors shall have full  power
           and authority to  prescribe the  terms and  conditions upon  which
           Series B Preferred shall be transferred from time to time.


      The Series C Preferred Stock, $0.01 par value ("Series C Preferred") is
      to consist of 20,000  shares, of which the  rights and preferences  and
      relative, participating,  optional or  other  special rights,  and  the
      qualifications,  limitations  or  restrictions   of  such  rights   and
      preferences shall be as follows:

           1.   Dividends.       The holders of  Series C Preferred shall  be
      entitled to receive, when and as declared by the Board of Directors out
      of the funds of  the Corporation, legally  available therefor, and  the
      Corporation shall be bound to pay  thereon, payable in cash only,  from
      said proceeds,  at the  annual  rate of  twelve  percent (12%)  of  the
      Liquidation Value per annum  per share of  Series C Preferred,  payable
      monthly.  Such dividends shall be paid in preference to the holders  of
      any other class of  capital stock, or series  thereon, except Series  A
      and B  Preferred.   Such  dividends shall  commence  to accrue  on  the
      effective date  of  the agreement  to  issue  the stock  and  shall  be
      available to holders of record on the record date as fixed by the board
      of directors of the Corporation.   Such dividends shall be  cumulative,
      so that  if  at  anytime,  dividends  upon  the  outstanding  Series  C
      Preferred shall not have been paid or declared and a sum sufficient for
      the payment  thereof set  apart for  such payment,  the amount  of  the
      deficiency shall accrue and shall bear dividends at the annual rate  of
      twelve percent (12%) per  annum and the  aggregate deficiency shall  be
      fully paid, or dividends in such  amount declared and a sum  sufficient
      for the  payment thereof  set apart  for such  payment, for  all  prior
      periods before any sum or sums shall be paid or set aside as  dividends
      for any  other  class, or  series  thereof,  of capital  stock  of  the
      corporation.   If  the dividend  on  the  Series C  Preferred  for  any
      dividend period shall not have been paid or set apart in full, no asset
      which is by law available for the payment of dividends shall be paid or
      set aside for the purchase or redemption of any class of capital stock,
      or any series thereof, of the corporation.

           2.   Voting Rights.  The Series C  Preferred shall have the  right
      to vote  on  any or all matters  that the holders  of Common Stock  are
      entitled to vote on.  Each share of Series C Preferred shall have 1,000
      votes; that is, one vote for each dollar of Liquidation Value.

           3.   Redemption.

                a.   Subject to the other provisions of this Paragraph 3  and
           applicable law, the corporation shall have the right, but not  the
           obligation, to redeem  the Series  C Preferred  at any  time at  a
           price equal  to the  Liquidation Value.   If  any such  notice  of
           redemption shall have been duly given or if the Corporation  shall
           have granted to  a bank or  trust company  an irrevocable  written
           authorization promptly to give or complete such notice and pay all
           amounts due  to holders  of  shares (as  evidenced  by a  list  of
           holders of  such  shares certified  by  the president  or  a  vice
           president and by the  secretary or an  assistant secretary of  the
           Corporation) called  for  redemption  and if,  on  or  before  the
           redemption date specified  therein, all funds  necessary for  such
           redemption (including  an  amount  equal to  the  accumulated  and
           unpaid dividends thereon to the  date fixed for redemption)  shall
           have been deposited  by the Corporation  with such  bank or  trust
           company designated  in such  notice, in  trust  for the  pro  rata
           benefit of the  holders of the  shares so  called for  redemption,
           then, notwithstanding that  any certificate for  shares so  called
           for redemption shall not  have been surrendered for  cancellation,
           from and after  the time of  such deposit (or  from and after  the
           redemption date if such notice shall fail to state the holders  of
           the shares  called for  redemption  may receive  their  Redemption
           Price at any time after such deposit), all shares with respect  to
           which such deposit shall have been made shall no longer be  deemed
           to be outstanding and all rights with respect to such shares shall
           cease and terminate, except  for the right of  the holders of  the
           certificates, upon surrender  thereof, to  receive the  Redemption
           Price out  of  the funds  so  deposited, without  interest.    Any
           interest accrued on such  funds shall be  paid to the  Corporation
           from time to time.

                b.   Any shares of Series C Preferred redeemed, purchased  or
           otherwise acquired by the Corporation shall be deemed canceled and
           may thereafter  be reissued  as Series  C Preferred  or any  other
           series of  Preferred Stock  at a  par value  set by  the Board  of
           Directors.

           4.   Foreclosure.

                a.   The  Corporation  assigns  a  secured  interest  and   a
           perfected lien position on all of  the common stock and assets  of
           Varga Investments Inc. in  order to secure  the redemption of  the
           Series C Preferred.  This security interest is not subordinated to
           any other class or series of stock.

                b.   If the dividends payable on the Series C Preferred shall
           be in default in an aggregate  amount equal to three full  months'
           dividends, the  holders  thereof  shall  have  the  right,  to  be
           exercised only upon  the affirmative vote  of the  holders of  the
           majority of  the shares  of Series  C Preferred,  to foreclose  on
           their security interest  in the assets  after the  notice and  the
           notice  time   period   legally  required   by   the   appropriate
           jurisdiction  for  the   asset  classification   intended  to   be
           foreclosed.   Proceeds remaining  after the  foreclosure sale  and
           related expenses (including attorney's fees) shall be  distributed
           to the holders of  the Series C  Preferred pro-rata in  accordance
           with the number of shares held by each.  After payment in full  to
           the holders of Series C Preferred  of the amount distributable  to
           them as herein provided, the excess, if any, shall be remitted  to
           the corporation.

           5.   Conversion  No holder  of Series C  Preferred shall have  the
      right to convert the shares of  Series C Preferred held by such  holder
      into fully  paid  and  nonassessable shares  of  Common  Stock  of  the
      Corporation.

           6.   Priority in Event of Dissolution  and Liquidation or Sale  of
      Assets.

                a.   Subject to the remaining provision of this Paragraph  5,
           in the event of any sale of all or substantially all of the assets
           of the Corporation or any  liquidation, dissolution or winding  up
           of the affairs of the Corporation, whether voluntary or  otherwise
           (a "Liquidating Event"), after payment or provision for payment of
           the debts and other liabilities of the corporation, the holders of
           Series C  Preferred  shall be  entitled  to receive,  out  of  the
           remaining net  assets  of  the Corporation,  an  amount  equal  to
           $1,000.00 in cash, plus all accumulated but unpaid dividends  (the
           "Liquidation Value"),  for  each  outstanding share  of  Series  C
           Preferred, before any distribution or payment shall be made to the
           holders of Common Stock of the  corporation.  Upon the  occurrence
           of any  Liquidating Event,  and after  payment or  provisions  for
           payment of the debts and other liabilities of the Corporation,  if
           the assets  of  the  Corporation  available  for  distribution  to
           shareholders shall be  insufficient to permit  the payment to  the
           holders of Series A, B,  C and D Preferred  of an amount equal  to
           the Liquidation Value per share, then all the remaining assets  of
           the Corporation shall be distributed ratably among the holders  of
           Series A, B, C and D  Preferred then outstanding according to  the
           number of  shares held  by each.   After  payment in  full to  the
           holders of Series C Preferred of the amount distributable to  them
           as herein provided, the holders of any other junior capital  stock
           shall be entitled,  to the exclusion  of the holders  of Series  C
           Preferred, to  share  ratably  in  the  remaining  assets  of  the
           Corporation in accordance with their respective rights.

                b.   Neither the consolidation nor merger of the  corporation
           with or into any other corporation shall be deemed to be a sale of
           all or substantially  all of the  assets of the  Corporation or  a
           liquidation, dissolution  or  winding up  of  the affairs  of  the
           Corporation, whether voluntary or otherwise, within the meaning of
           this Paragraph 5.

                c.   No provision of  this Paragraph 5  shall in any  manner,
           prior to any sale of all or substantially all of the assets of the
           corporation or any liquidation, dissolution  or winding up of  the
           affairs of the Corporation, whether voluntary or otherwise  create
           or be  considered or  deemed to  create any  restriction upon  the
           surplus of the Corporation or prohibit the payment of dividends on
           the capital  stock of  the corporation  out of  the funds  of  the
           Corporation  legally  available  therefor,  nor  shall  any   such
           restriction or  prohibition  be in  any  manner implied  from  the
           provisions of this Paragraph 5.

           7.   Shareholder's Agreement.  The Series C Preferred Shareholders
      shall notify the Corporation of any  proposed transfer of the Series  C
      Preferred and shall give the Corporation a right of first refusal on  a
      proposed transfer of the Series C Preferred.

                a.   Notice of transfer of Series C Preferred shall be  given
           by mailing such  notice not less  than twenty (20)  nor more  than
           fifty (50) days prior to the date fixed for such proposed transfer
           to the  Corporation of  shares  of Series  C  Preferred to  be  so
           transferred, by first class mail, postage  prepaid.  If less  than
           all of the outstanding  Series C Preferred  is to be  transferred,
           the redemption  may be  made pro  rata, by  lot or  in such  other
           equitable manner as may be prescribed  by resolution of the  Board
           of directors.

                b.   Subject to the foregoing and to the provisions contained
           in this Paragraph 6, the Board of directors shall have full  power
           and authority to  prescribe the  terms and  conditions upon  which
           Series C Preferred shall be transferred from time to time.


      The Series D Preferred Stock, $0.01 par value ("Series D Preferred") is
      to consist of 10,000  shares, of which the  rights and preferences  and
      relative, participating,  optional or  other  special rights,  and  the
      qualifications,  limitations  or  restrictions   of  such  rights   and
      preferences shall be as follows:

           1.   Dividends.   The  holders  of Series  D  Preferred  shall  be
      entitled to receive, when and as declared by the Board of Directors out
      of the funds of  the Corporation, legally  available therefor, and  the
      Corporation shall be bound to pay  thereon, payable in cash only,  from
      said proceeds,  at  the  annual  rate  of  four  percent  (4%)  of  the
      Liquidation Value per annum  per share of  Series D Preferred,  payable
      quarterly.  Such dividends shall be  paid in preference to the  holders
      of any class of common stock.  Such dividends shall commence to  accrue
      on the effective date of the agreement to issue the stock and shall  be
      available to holders of record on the record date as fixed by the board
      of directors of the Corporation.   Such dividends shall be  cumulative,
      so that  if  at  anytime,  dividends  upon  the  outstanding  Series  D
      Preferred shall not have been paid or declared and a sum sufficient for
      the payment  thereof set  apart for  such payment,  the amount  of  the
      deficiency shall accrue and shall bear dividends at the annual rate  of
      four percent (4%) per annum and the aggregate deficiency shall be fully
      paid, or dividends in such amount declared and a sum sufficient for the
      payment thereof  set apart  for such  payment,  for all  prior  periods
      before any sum or sums shall be paid or set aside as dividends for  any
      other class, or series thereof, of  capital stock of the corporation.
      If the dividend on the Series D Preferred for any dividend period shall
      not have been  paid or  set apart in  full, no  asset which  is by  law
      available for the payment of dividends  shall be paid or set aside  for
      the purchase or redemption of any class of capital stock, or any series
      thereof, of the corporation.

           2.   Voting Rights.   The Series D  Preferred shall  not have  the
      right to vote  on any or all  matters that the holders of Common  Stock
      are entitled to vote on.

           3.   Redemption.

                a.   Subject to the other provisions of this Paragraph 3  and
           applicable law, the corporation shall have the right, but not  the
           obligation, to redeem  the Series D  Preferred at  any time  after
           five years from the effective date  of the agreement to issue  the
           stock at a  price equal  to the Liquidation  Value.   If any  such
           notice of  redemption  shall  have  been  duly  given  or  if  the
           Corporation shall  have granted  to a  bank  or trust  company  an
           irrevocable written  authorization promptly  to give  or  complete
           such notice  and pay  all amounts  due to  holders of  shares  (as
           evidenced by a  list of holders  of such shares  certified by  the
           president or a vice president and by the secretary or an assistant
           secretary of the Corporation) called for redemption and if, on  or
           before the redemption date specified therein, all funds  necessary
           for such redemption (including an amount equal to the  accumulated
           and unpaid dividends  thereon to  the date  fixed for  redemption)
           shall have been  deposited by the  Corporation with  such bank  or
           trust company designated in such notice, in trust for the pro rata
           benefit of the  holders of the  shares so  called for  redemption,
           then, notwithstanding that  any certificate for  shares so  called
           for redemption shall not  have been surrendered for  cancellation,
           from and after  the time of  such deposit (or  from and after  the
           redemption date if such notice shall fail to state the holders  of
           the shares  called for  redemption  may receive  their  Redemption
           Price at any time after such deposit), all shares with respect  to
           which such deposit shall have been made shall no longer be  deemed
           to be outstanding and all rights with respect to such shares shall
           cease and terminate, except  for the right of  the holders of  the
           certificates, upon surrender  thereof, to  receive the  Redemption
           Price out  of  the funds  so  deposited, without  interest.    Any
           interest accrued on such  funds shall be  paid to the  Corporation
           from time to time.

                b.      In the event that the Corporation or its Shareholders
           enter into a sale of more than eighty percent of the common  stock
           of the Corporation to an unrelated  party buyer, then a holder  of
           Series D  Preferred  may require  the  Corporation to  redeem  the
           Series D Preferred in  cash at the  Liquidation Value upon  giving
           notice in the form specified by the Board of Directors.

                 c.  Any shares of Series D Preferred redeemed, purchased  or
           otherwise acquired by the Corporation shall be deemed canceled and
           may thereafter  be reissued  as Series  D Preferred  or any  other
           series of  Preferred Stock  at a  par value  set by  the Board  of
           Directors.

           4.   Conversion  A  holder of Series  D Preferred  shall have  the
      right to  convert the  Liquidation  Value of  the  shares of  Series  D
      Preferred held by such Holder into fully paid and nonassessable  shares
      of Common Stock  of the  Corporation at the  rate of  $3.00 per  common
      share for  a  period of  five  years after  issuance  of the  Series  D
      Preferred shares to the holder.   Notice of intent to convert shall  be
      given in a form determined by the Board of Directors.

           5.   Priority in Event of Dissolution  and Liquidation or Sale  of
      Assets.

                a.   Subject to the remaining provisions of this Paragraph 5,
           in the event of any sale of all or substantially all of the assets
           of the Corporation or any  liquidation, dissolution or winding  up
           of the affairs of the Corporation, whether voluntary or  otherwise
           (a "Liquidating Event"), after payment or provision for payment of
           the debts and other liabilities of the corporation, the holders of
           Series D  Preferred  shall be  entitled  to receive,  out  of  the
           remaining net  assets  of  the Corporation,  an  amount  equal  to
           $2,000.00 in cash, plus all accumulated but unpaid dividends  (the
           "Liquidation Value"),  for  each  outstanding share  of  Series  D
           Preferred, before any distribution or payment shall be made to the
           holders of Common Stock of the  corporation.  Upon the  occurrence
           of any  Liquidating Event,  and after  payment or  provisions  for
           payment of the debts and other liabilities of the Corporation,  if
           the assets  of  the  Corporation  available  for  distribution  to
           shareholders shall be  insufficient to permit  the payment to  the
           holders  of  Series  D  Preferred  of  an  amount  equal  to   the
           Liquidation Value per share, then all the remaining assets of  the
           Corporation shall  be distributed  ratably  among the  holders  of
           Series A, B, C, and D Preferred then outstanding according to  the
           number of  shares held  by each.   After  payment in  full to  the
           holders of Series D Preferred of the amount distributable to  them
           as herein provided, the holders of any other junior capital  stock
           shall be entitled,  to the exclusion  of the holders  of Series  D
           Preferred, to  share  ratably  in  the  remaining  assets  of  the
           Corporation in accordance with their respective rights.

                b.   Neither the consolidation nor merger of the  corporation
           with or into any other corporation shall be deemed to be a sale of
           all or substantially  all of the  assets of the  Corporation or  a
           liquidation, dissolution  or  winding up  of  the affairs  of  the
           Corporation, whether voluntary or otherwise, within the meaning of
           this Paragraph 5.

                c.   No provision of  this Paragraph 5  shall in any  manner,
           prior to any sale of all or substantially all of the assets of the
           corporation or any liquidation, dissolution  or winding up of  the
           affairs of the Corporation, whether voluntary or otherwise  create
           or be  considered or  deemed to  create any  restriction upon  the
           surplus of the Corporation or prohibit the payment of dividends on
           the capital  stock of  the corporation  out of  the funds  of  the
           Corporation  legally  available  therefor,  nor  shall  any   such
           restriction or  prohibition  be in  any  manner implied  from  the
           provisions of this Paragraph 5.

           6.   Shareholder's Agreement.  The Series D Preferred Shareholders
      shall notify the Corporation of any  proposed transfer of the Series  D
      Preferred and shall give the Corporation a right of first refusal on  a
      proposed transfer of the Series D Preferred.

                a.   Notice of transfer of Series D Preferred shall be  given
           by mailing such  notice not less  than twenty (20)  nor more  than
           fifty (50) days prior to the date fixed for such proposed transfer
           to the  Corporation of  shares  of Series  D  Preferred to  be  so
           transferred, by first class mail, postage  prepaid.  If less  than
           all of the outstanding  Series D Preferred  is to be  transferred,
           the redemption  may be  made pro  rata, by  lot or  in such  other
           equitable manner as may be prescribed  by resolution of the  Board
           of Directors.

                b.   Subject to the foregoing and to the provisions contained
           in this Paragraph 6, the Board of directors shall have full  power
           and authority to  prescribe the  terms and  conditions upon  which
           Series D Preferred shall be transferred from time to time.

      IV.  This Amendment to the Certificate of Incorporation was  authorized
 by Unanimous Consent of the Board of Directors dated January 29, 2003.

 IN WITNESS WHEREOF the undersigned has executed and signed this  certificate
 this 29 day of January, 2003.

                                    D. Ronald Allen, Chairman of the Board


                                    D. Ronald Allen, Secretary