EXHIBIT 4.30

                                 ESPO's INC.
                   DESCRIPTION OF SERIES D PREFERRED STOCK



 Designation of Series D Preferred


      Pursuant to the authority expressly granted to and vested in the  Board
 of Directors of this  Corporation in accordance with  the provisions of  its
 Articles of Incorporation, a series of Preferred Stock, with a par  value of
 $0.01 per share, of the Corporation  be and hereby is established and  given
 the distinctive designation of "Series D  Preferred Stock, $0.01 par  value"
 (the Series D Preferred").  This  Series  is to consist  of 5000  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 first  day of  the
 fourth year after the date  any shares of the  Series D Preferred are  first
 issued and become outstanding (the "Issue  Date") 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.

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      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 issue date at a price equal to the liquidation value.

                i.  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 Stock  may require  the Corporation  to redeem  the Series  D
      Preferred Stock 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.

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      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 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 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 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.

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      6.  Shareholder's Agreement.  The Series D Preferred Shareholders shall
 notify the Corporation of  any proposed transfer of  the Series D  Preferred
 stock 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.