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                             ARTICLES SUPPLEMENTARY
                                       OF
                               AHPC HOLDINGS, INC

                       PURSUANT TO SECTION 2-208(A) OF THE
                        MARYLAND GENERAL CORPORATION LAW

         AHPC Holdings, Inc., a corporation organized and existing under the
laws of the State of Maryland (the "Company"), hereby certifies that the
following resolutions were duly adopted on November 16, 2004 by the Board of
Directors of the Company (the "Board") in accordance with Section 2-408(c) of
the Maryland General Corporation Law, as amended.

         WHEREAS, Article V, Section 1 of the Company's Articles of
Incorporation, as the same be supplemented, amended and restated from time to
time (the "Articles of Incorporation"), authorizes the issuance of shares of the
Company's preferred stock, $0.01 par value per share, in one or more series,
each of which shall be known and designated by designations as may be stated and
expressed in a resolution of the Board.

         NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted
to the Board in accordance with the provisions of Article V Section 1 of the
Articles of Incorporation, the Board hereby determines that it is in the best
interests of the Company to authorize the issuance of the Series A Preferred
Stock (as defined below) and state the designation and number of shares, and fix
the relative rights, preferences, privileges and restrictions as follows (the
"Certificate of Designations"):

1.       DESIGNATION AND AMOUNT.

         The designation of this series, which consists of 220,000 shares of the
Company's preferred stock, $0.01 par value per share (the "Preferred Stock"), is
the Series A Convertible Preferred Stock (the "Series A Preferred Stock") and
the face amount shall be Two Dollars and sixty cents ($2.60) per share (the
"Stated Value"). None of the Series A Preferred Stock may be issued to any
officer or director of the Company.

2.       DIVIDENDS.

         The holders of shares of Series A Preferred Stock (each a "Holder" and
collectively, the "Holders") shall be entitled to receive dividends
("Dividends") on the Series A Preferred Stock at the rate paid on the Company's
common stock, $0.01 par value per share (the "Common Shares" or "Common Stock"),
whenever funds are legally available and when and as declared by the Board.
Dividends on the Series A Preferred Stock are not cumulative and will accrue
only if declared by the Board.

3.       PRIORITY.

         (a) Payment upon Dissolution, Etc. Upon the occurrence and continuance
of: (i) any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other
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similar proceedings in connection therewith, commenced by the Company or by its
creditors, as such, or relating to its assets, not stayed or dismissed within
sixty (60) days after the filing or initiation of the proceedings; or (ii) the
dissolution or other winding up of the Company, whether total or partial,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy proceedings; or (iii) any assignment for the benefit of creditors or
any marshaling of the material assets or material liabilities of the Company; or
(iv) any sale of all or substantially all of the Company's assets (each, a
"Liquidation Event"), no distribution shall be made to the holders of any shares
of capital stock (other than Parity Securities (as defined below) and Senior
Securities (as defined below)) of the Company unless prior thereto each Holder
shall have received the Liquidation Preference (as defined below) with respect
to each share of Series A Preferred Stock then held by the Holder. Distributions
may be made to holders of Senior Securities prior to distributions with respect
to Series A Preferred Stock or Parity Securities.

         In the event that upon the occurrence of a Liquidation Event, the
assets available for distribution to the Holders of the Series A Preferred Stock
and to the holders of the Parity Securities are insufficient to pay the
Liquidation Preference with respect to all of the outstanding shares of Series A
Preferred Stock and of the Parity Securities, such assets shall be distributed
ratably among such shares in proportion to the ratio that the liquidation
preference payable on each such share bears to the aggregate liquidation
preference payable on all such shares. "Parity Securities" means any Preferred
Stock of any series which shall, if the amounts payable thereon in liquidation
are not paid in full, be entitled to share ratably with the Series A Preferred
Stock in any distribution of assets. "Junior Securities" means the Common Shares
and the shares of any other class or series of equity securities of the Company
which (by the terms of the Articles of Incorporation or of an instrument by
which the Board, acting pursuant to authority granted in the Articles of
Incorporation, shall fix the relative rights, preferences and limitations
thereof) shall be subordinated or junior to the rights of the holders of Series
A Preferred Stock upon a Liquidation Event. "Senior Securities" means any
Preferred Stock of any series which shall be entitled to payments of dividends
and/or Liquidation Event distributions on a priority basis over Parity
Securities and Junior Securities.

         (b) Liquidation Preference. The "Liquidation Preference" with respect
to a share of Series A Preferred Stock shall mean an amount equal to the Stated
Value of such share plus any unpaid Dividends with respect thereto.

         (c) Distribution After Payment of Liquidation Preference. After payment
to the holders of the Series A Preferred Stock of the Liquidation Preference and
payment to the holders of any Parity Securities of the liquidation preference of
the Parity Securities, the entire remaining assets and funds of the Company
legally available for distribution, if any, shall be distributed among the
holders of the Junior Securities.

         (d) Ranking. The Series A Preferred Stock will rank with respect to
rights upon a Liquidation Event: (i) senior to Junior Securities, as they exist
on the date hereof or as the Junior Securities may be constituted from time to
time; (ii) on a parity with Parity Securities, as the Parity Securities may be
constituted from time to time; and (iii) junior to any Senior Securities, as the
Senior Securities may be constituted from time to time.

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4.       CONVERSION.

         (a) Voluntary Conversion. Subject to the limitations contained in
Section 4(g) below, and the adjustments in Section 5 below, each Holder shall
have the right to convert (a "Voluntary Conversion") at any time and from time
to time, each of his, her or its shares of Series A Preferred Stock into the
number of Common Shares equal to the product of the number of shares of Series A
Preferred Stock held by such Holder times the Conversion Rate (as defined below)
in effect at the time.

         (b) Mandatory Conversion. Upon delivery by the Company of a notice of
mandatory conversion (setting forth the information required by Section 4(e)(ii)
below), which notice may be sent at any time after the Market Price (as defined
below) of the Company's Common Stock closes above Four Dollars and Eighty Eight
Cents ($4.88) for a period of 21 consecutive trading days (each, a "Mandatory
Conversion Date"), all shares of Series A Preferred Stock then held by each
Holder together with, in the Company's sole discretion, any accrued and unpaid
dividends with respect thereto, shall be automatically converted (a "Mandatory
Conversion") into the number of Common Shares equal to the product of the number
of shares of Series A Preferred Stock held by each Holder times the Conversion
Rate (as defined below) in effect at the time.

"Market Value" for purposes of this Certificate of Designations shall mean, in
the event that the Company's common stock is listed on an established national
or regional stock exchange, is admitted to quotation on the Nasdaq Stock Market,
or is publicly traded on an established securities market, the closing price of
the stock on such exchange or in such market or, if there is no such closing
price, then the mean between the highest bid and lowest asked price or between
the high and low prices on such date, or, if no sale of stock has been made on
such day, on the last preceding day on which any such sale shall have been made.
Any accrued and unpaid Dividends which the Company has elected not to convert in
a Mandatory Conversion shall be paid at the election of the Company in cash or
immediately available funds at the closing of the Mandatory Conversion.

         (c) Reservation of Common Shares Issuable Upon Conversion. The Company
shall at all times reserve and keep available out of its authorized but unissued
Common Shares, free from any preemptive rights, solely for the purpose of
effecting a Voluntary Conversion or a Mandatory Conversion hereunder, the number
of its Common Shares (the "Reserved Amount") as shall from time to time be
sufficient to effect a Voluntary Conversion or Mandatory Conversion of the
Series A Preferred Stock. If the Company shall issue any securities or make any
change in its capital structure which would change the number of Conversion
Shares deliverable upon the occurrence of a Voluntary Conversion or Mandatory
Conversion of the outstanding shares of Series A Preferred Stock, the Company
shall at the same time also make proper provision so that thereafter there shall
be a sufficient number of Common Shares authorized and reserved, free from any
preemptive rights, for such Voluntary Conversion or Mandatory Conversion.

         (d) Number of Conversion Shares; Conversion Rate. Each share of Series
A Preferred Stock is convertible, pursuant to a Voluntary Conversion or
Mandatory Conversion, into duly and validly issued, fully paid and nonassessable
Common Shares, free and clear of any liens, claims, preemptive rights or
encumbrances imposed by or through the Company (the

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"Conversion Shares") at a rate of one (1) Common Share for each share of Series
A Preferred Stock, subject to adjustment as set forth in Section 5 below (this
rate, as adjusted from time to time, the "Conversion Rate").

         (e) Conversion Procedures.

                  (i) Voluntary Conversion. In the event of a Voluntary
         Conversion, the Holder shall send to the Company by Federal Express or
         other nationally recognized overnight courier service at least five (5)
         days before the Holder desires to effect a Voluntary Conversion (the
         "Conversion Date"): (i) a notice of Voluntary Conversion stating the
         number of shares of Series A Preferred Stock to be converted, the
         applicable Conversion Rate and a calculation of the number of
         Conversion Shares issuable upon the Conversion (a "Conversion Notice")
         and (ii) the original of the certificate or certificates representing
         the shares of Series A Preferred Stock being converted. In the case of
         a dispute as to the calculation of the Conversion Rate or the number of
         Conversion Shares issuable upon a Voluntary Conversion, the Company
         shall promptly issue to the Holder the number of Conversion Shares that
         are not disputed and shall submit the disputed calculations to its
         independent accountants within ten (10) days of receipt of the
         Conversion Notice. The Company shall cause its accountants to calculate
         the Conversion Rate as provided herein and to notify the Company and
         the Holder of the results in writing no later than ten (10) days
         following the day on which it received the disputed calculations. The
         accountants' calculation shall be deemed conclusive absent manifest
         error. The fees of the accountants shall be borne by the Company.

                  (ii) Mandatory Conversion. No later than five (5) days
         following the occurrence of a Mandatory Conversion, the Company shall
         deliver a notice to each Holder of Series A Preferred Stock of such
         Mandatory Conversion at its address as shown on the stock records of
         the Company or such other address as any such party shall deliver to
         the Company. Such notice shall include (i) the number of Conversion
         Shares allocated, and the Conversion Rate applicable, to each Holder
         and (ii) instructions for delivery to the Company of the original of
         the certificate or certificates formerly representing shares of Series
         A Preferred Stock. The Company's calculation of the number of
         Conversion Shares and the Conversion Rate shall be deemed conclusive
         absent manifest error. No later than thirty (30) days following the
         delivery of such notice, each Holder shall send to the Company, by
         Federal Express the original of the certificate or certificates
         formerly representing shares of Series A Preferred Stock.

         (f) Delivery of Common Shares Upon Conversion; Legend. The Company
shall, no later than the close of business on the business day following the day
on which the original certificate or certificates being converted are received
by the Company (the "Delivery Date") in accordance with Section 4(e), issue and
deliver or cause to be issued and delivered to the Holder the number of
Conversion Shares as determined hereunder. Each certificate representing: (i)
the Conversion Shares, unless the Company shall have registered the Conversion
Shares; and (ii) the shares of Series A Preferred Stock, shall bear the
following legend:

         THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES

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LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER
EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT THERETO OR (II) IN ACCORDANCE
WITH EXEMPTIONS FROM REGISTRATION UNDER ALL FEDERAL AND APPLICABLE STATE
SECURITIES LAWS. IF REASONABLY REQUESTED BY THE COMPANY, HOLDER SHALL FURNISH TO
THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH SALE, TRANSFER OR DISPOSITION DOES NOT REQUIRE REGISTRATION UNDER ANY
FEDERAL OR APPLICABLE STATE SECURITIES LAW.

         (g) No Fractional Shares. No fractional Common Shares shall be issued
upon the Voluntary Conversion or Mandatory Conversion of any Series A Preferred
Stock. Upon any Voluntary Conversion or Mandatory Conversion, in lieu of any
fractional Share otherwise issuable in respect of the aggregate number of Series
A Preferred Stock of any Holder that are converted, the Holder shall be entitled
to receive an amount in cash (computed to the nearest cent, with one half cent
rounded upward) equal to the same fraction of the current value of one Common
Share, as conclusively determined by the Company's Board of Directors in its
sole and absolute discretion. If more than one share of Series A Preferred Stock
is surrendered for Voluntary Conversion or Mandatory Conversion at one time by
or for the same Holder, the number of full Common Shares issuable upon Voluntary
Conversion or Mandatory Conversion thereof shall be computed on the basis of the
aggregate number of shares of Series A Preferred Stock surrendered.

         (h) Accrued Dividends. Any accrued and unpaid dividends on the Series A
Preferred Stock shall remain outstanding until paid by the Company.

5.       ADJUSTMENTS TO CONVERSION RATE.

         (a) Adjustment. From and after the date hereof, the Conversion Rate is
subject to adjustment from time to time as provided below in this Section 5(a).

                  (i) If the Company sets a Determination Date (as defined
         below) with respect to the payment of, or the making of, a dividend or
         other distribution in Common Shares or other equity securities, or any
         indebtedness or other securities convertible into equity securities,
         with respect to its Common Shares or other equity securities, or any
         indebtedness or other securities convertible into equity securities,
         (including by way of reclassification of any of its Common Shares), the
         Conversion Rate in effect on the day following the Determination Date
         shall be increased by multiplying the Conversion Rate in effect on the
         Determination Date by a fraction, the numerator of which shall be:

                  the sum of the number of Common Shares outstanding on the
                  Determination Date, excluding the effect of the dividend or
                  distribution, plus the total number of Common Shares
                  (including the number of Common Shares into which such equity
                  securities, indebtedness or other securities, may be
                  converted) constituting the dividend or other distribution;

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         and the denominator of which shall be:

                  the number of Common Shares outstanding on the Determination
                  Date, excluding the effect of the dividend or distribution.

         For the purposes of this Section 5, the number of Common Shares at any
         time outstanding (A) shall include, in addition to outstanding Common
         Shares, the number of Common Shares into which the Series A Preferred
         Stock, or any of the Company's other equity securities, indebtedness or
         other securities are convertible; (B) shall include the number of
         Common Shares into which any of the Company's vested options or
         warrants (including warrants exercisable for equity securities or
         indebtedness convertible into Common Shares) are then convertible; and
         (C) shall not include treasury shares. For the purposes of this Section
         5, the number of Common Shares constituting the dividend or other
         distribution shall include, if applicable, Common Shares represented by
         cash issued in lieu of fractional Common Shares. The increase in the
         Conversion Rate will become effective on the day following the
         Determination Date. The "Determination Date" means, with respect to any
         dividend or other distribution, the date fixed for the determination of
         the holders of Common Shares or other equity securities of the Company
         entitled to receive the dividend or distribution.

                  (ii) If outstanding Common Shares are subdivided or split into
         a greater number of Common Shares, or combined into a lesser number of
         Common Shares, the Conversion Rate in effect on the day following such
         split or combination shall be increased in the case of a split, or
         decreased in the case of a combination, by multiplying the Conversion
         Rate in effect on the date of the split or combination by a fraction,
         the numerator of which shall be:

                  the sum of the number of Common Shares outstanding immediately
                  after the split or combination;

         and the denominator of which shall be:

                  the number of Common Shares outstanding immediately prior to
                  the split or combination, excluding the effect of such split
                  or combination.

                  (iii) All adjustments to the Conversion Rate will be
         calculated to the nearest 1/100th of a Common Share. No certificate or
         other notice of an adjustment in the Conversion Rate will be required
         unless the adjustment would require an increase or decrease of at least
         one percent (1.0%) in the Conversion Rate.

         (b) Adjustment for Reorganization, Consolidation or Merger. If there
shall occur any (i) capital reorganization or any reclassification of the Common
Shares or other equity securities of the Company, or (ii) consolidation, merger
or other business combination of the Company with or into another corporation or
other entity in which the Company is the surviving entity (each, an "Organic
Change"), each outstanding share of Series A Preferred Stock shall thereafter be
convertible into the number of shares or other securities or property to which a
holder of the number of Common Shares deliverable upon conversion of each share
of Series A Preferred Stock would have been entitled upon the Organic Change.
Appropriate adjustment (as

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determined by the Board) shall be made in the application of the provisions
hereof with respect to the rights of the Holders so that the provisions hereof
(including, without limitation, provisions with respect to changes in and other
adjustments of the Conversion Rate) shall thereafter be applicable, as nearly as
reasonably practicable, in relation to any shares or other property thereafter
deliverable upon the conversion of the Series A Preferred Stock.

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

6.       VOTING RIGHTS.

         (a) Except as otherwise provided by law or by this Section 6, the
Holders of the Series A Preferred Stock, and the holders of Common Shares shall
vote as one class in any and all matters with respect to which holders of Common
Shares have voting or consent rights. Each share of Series A Preferred Stock
shall be entitled to cast the number of votes equal to (A) the number of
Conversion Shares into which a share of Series A Preferred Stock is then
convertible, multiplied by (B) a fraction, the numerator of which is the Stated
Value and the denominator of which is the Market Value on the date of the
initial issuance of the Series A Preferred Stock; provided, however, that any
fraction of a vote shall be rounded up or down, as the case may be, to the
nearest whole vote. The Conversion Rate to be used in connection with the
foregoing shall be the Conversion Rate in effect on the date fixed for the
determination of holders of Common Shares entitled to vote on the matter.

         (b) So long as shares of Series A Preferred Stock are outstanding, the
Company shall not, without first obtaining the approval of the Holders of not
less than a majority of the then outstanding shares of Series A Preferred Stock,
or their designees, voting separately as a single class:

                  (i) alter, repeal or change the rights, preferences or
         privileges of the Series A Preferred Stock (including any supplement,
         amendment and/or restatement of this Certificate of Designations) so as
         to materially adversely affect the Series A Preferred Stock, except for
         any issuance pursuant to an Exempt Offering;

                  (ii) supplement, amend, restate or waive any provision of the
         Articles of Incorporation or the Company's Bylaws so as to materially
         adversely affect the Series A Preferred Stock;

                  (iii) increase the authorized number of shares of Preferred
         Stock;

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                  (iv) create any new class of capital stock having preference
         over the holders of the Series A Preferred Stock;

7.       MISCELLANEOUS.

         (a) Transfer of Series A Preferred Stock. Subject to any agreed upon
restrictions on transfer, upon any sale, transfer or disposition, the Company
shall, promptly following the return of the certificate or certificates
representing the shares of Series A Preferred Stock that are the subject of the
sale, transfer or disposition, issue and deliver to the transferee a new
certificate in the name of the transferee. All persons or entities that shall
acquire shares of Series A Preferred Stock shall acquire the same subject to the
provisions of this Certificate of Designations.

         (b) Lost or Stolen Certificate. Upon receipt by the Company of evidence
of the loss, theft, destruction or mutilation of a certificate representing
shares of Series A Preferred Stock, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of the certificate if mutilated, the Company
shall execute and deliver to the Holder a new certificate identical in all
respects to the original certificate.

         (c) Notices. Except as otherwise specified herein, any notice, demand
or request required or permitted to be given pursuant to the terms of this
Certificate of Designations shall be in writing and shall be deemed given (i)
when delivered personally or by verifiable facsimile transmission (with a hard
copy to follow) on or before 5:00 p.m., central time, on a business day or, if
the day is not a business day, on the next succeeding business day, (ii) on the
next business day after timely delivery to Federal Express or other nationally
recognized overnight courier service and (iii) on the third (3rd) business day
after deposit in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:

      IF TO THE COMPANY:        WITH A COPY TO:
                                Shefsky & Froelich Ltd.
      Attention:                444 North Michigan Avenue -- Suite 2500
      Facsimile:                Chicago, Illinois  60611
                                Attention:   Mitchell D. Goldsmith, Esq.
                                Facsimile:   312-527-3194

      IF TO A HOLDER:
      At its address as shown on the stock records of the
      Company

and if to any other Holder, at its address as shown on the stock records of the
Company or, in any case, such other address as any such party shall deliver to
the Company.

         (d) No Impairment. The Company 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

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Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Certificate of Designations and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Holders of the Series A Preferred Stock against impairment.

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         IN WITNESS WHEREOF, the Company has executed this Certificate of
Designations as of the 1st day of February, 2005.

                                       AHPC HOLDINGS, INC.


                                       By:
                                              ---------------------------------
                                       Name:
                                              ---------------------------------
                                       Title:    President
                                              ---------------------------------