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                                                                    Exhibit 3.1*


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                      WHITE ELECTRONIC DESIGNS CORPORATION



                                    ARTICLE 1
                                 IDENTIFICATION

         SECTION 1.01. NAME. The name of the Corporation is White Electronic
Designs Corporation (the "Corporation").

                                    ARTICLE 2
                               PURPOSE AND POWERS

         SECTION 2.01. PURPOSE. The purpose for which the Corporation is formed
is the transaction of any or all lawful business for which corporations may be
incorporated under the Indiana Business Corporation Law, as amended (the "Act").

         SECTION 2.02. POWERS. The Corporation shall have the same powers as an
individual to do all things necessary or convenient to carry out its business
and affairs, subject to any limitations or restrictions imposed by applicable
law or these Articles.

                                    ARTICLE 3
                               PERIOD OF EXISTENCE

         SECTION 3.01. PERIOD. The period during which the Corporation shall
continue is perpetual.

                                    ARTICLE 4
                     REGISTERED OFFICE AND REGISTERED AGENT

         SECTION 4.01. REGISTERED OFFICE AND AGENT. The name of the registered
agent and the street address of the registered office of the Corporation are as
follows:

                      CT Corporation System
                      One North Capitol Avenue
                      Indianapolis, Indiana 46204

                                    ARTICLE 5
                                 TERMS OF SHARES

         SECTION 5.01. NUMBER OF SHARES. The total number of shares the
Corporation shall have authority to issue is 61,130,560 shares.

         SECTION 5.02. PREFERRED STOCK. One Million (1,000,000) of the shares
that the Corporation has authority to issue constitute a separate and single
class of shares known as Preferred Stock, which may be issued in one or more
series. The Board of Directors of the Corporation is vested with authority to
determine and state the designations and the relative preferences, limitations,
voting rights, if any, and other rights of each such series by the adoption and
filing in accordance with the Act, before the issuance of any shares of such
series, of an amendment or amendments to these Articles determining the terms of
such series. All shares of Preferred Stock of the same series shall be identical
with each other in all respects.


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         SECTION 5.03. RELATIVE RIGHTS AND TERMS OF $3.00 SENIOR VOTING
CUMULATIVE CONVERTIBLE PREFERRED STOCK. One Hundred Thirty Thousand Five Hundred
Sixty (130,560) of the shares that the Corporation has authority to issue
constitute a separate and single class of shares known as $3.00 Senior Voting
Cumulative Convertible Preferred Stock, par value $1.00 per share ("Senior
Convertible Preferred Stock").

                  5.03.01. DIVIDENDS. The holders of the Senior Convertible
Preferred Stock shall be entitled to receive cumulative dividends when, as and
if declared by the Board of Directors out of funds legally available for the
purpose, at the rate of $3.00 per annum, payable quarterly on March 31, June 30,
September 30 and December 31 of each year, beginning on December 31, 1992, and
accruing from October 1, 1992.

                  5.03.02. VOTING RIGHTS. The holders of the Senior Convertible
Preferred Stock shall be entitled to one vote per share and shall vote with the
holders of the Common Stock, without par value ("Common Stock"), as one class
except (a) as may be otherwise required by the law of the State of Indiana; and
(b) that such holders shall have the right, voting as a class, (i) to elect at
least two additional members to the Corporation's Board of Directors after the
non-payment for two years of the dividends provided for in Section 5.03.01; and
(ii) to vote on (x) any change adversely affecting the rights, privileges or
preferences of such shares; provided that a favorable vote of at least
two-thirds of the number of such outstanding shares is required to authorize
such change; and (y) the creation of any additional class of preferred stock:

                  (a) Senior to the Senior Convertible Preferred Stock, provided
that an affirmative vote of at least two-thirds of the Senior Convertible
Preferred Stock is required for the creation of such senior class; or

                  (b) Equal in preference to the Senior Convertible Preferred
Stock, provided that an affirmative vote of at least a majority of the Senior
Convertible Preferred Stock is required for the creation of such equal class.

                  5.03.03. PRIORITY. The Senior Convertible Preferred Stock
shall be senior to the Common Stock and senior to, or pari passu with, any other
equity security the Corporation may issue.

                  5.03.04. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made to the holders of any class of equity security which is junior to the
Senior Convertible Preferred Stock or to the holders of Common Stock unless the
holders of the Senior Convertible Preferred Stock shall have received an
aggregate amount equal to $25.00 per share plus all accrued and unpaid
dividends, if any.

                  5.03.05. CONVERSION.

                  (a) The holder of shares of the Senior Convertible Preferred
Stock shall have the right, at his or her option, at any time (except that, with
respect to any shares of Senior Convertible Preferred Stock which shall be
called for redemption, such right shall terminate at the close of business on
the date fixed for redemption of such shares) to convert, subject to the terms
and provisions of this Section 5.03.05, shares of Senior Convertible Preferred
Stock into 13.33 shares of Common Stock, or an initial conversion price of
$1.875 per share, as such price may be adjusted from time to time pursuant to
the provisions of Subsection 5.03.05(d) below (such price as in effect being
referred to herein as the conversion price). The number of shares of Common
Stock into which a share of Senior Convertible Preferred Stock is convertible is
calculated by dividing the conversion price in effect from time to time by
$25.00, which $25.00 represents the liquidation preference and redemption value
per share for the Senior Convertible Preferred Stock. The shares of Senior
Convertible Preferred Stock are convertible upon surrender of the shares of
Senior Convertible Preferred Stock to be converted, to the Corporation's
Transfer Agent, as appointed from time to time, at any time during usual
business hours at such Transfer Agent's offices in New York City, New York
together with a request for conversion, in a form satisfactory to the Transfer
Agent and the Corporation, duly executed, and, if so required by the
Corporation, accompanied by a written instrument or instruments of transfer in
form satisfactory to the Corporation duly executed by the registered holder or
his attorney duly authorized in writing. For purposes of the conversion thereof,
shares of Senior Convertible Preferred Stock may be aggregated.

                  (b) As promptly as practicable after the surrender, as herein
provided, of any shares of Senior Convertible Preferred Stock for conversion,
the Corporation shall deliver or cause to be delivered at the offices of its
Transfer Agent in New York City, New York certificates representing the number
of fully paid and nonassessable shares of Common Stock into which such shares
may be converted in accordance with the 


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provisions of this Section 5.03.05 together with (if applicable) cash in lieu of
any fraction as provided herein, and a new certificate of authorized
denominations for any unconverted portion of the shares of Senior Convertible
Preferred Stock. Such conversion shall be deemed to have been made at the close
of business on the date that such shares shall have been surrendered for
conversion, so that the rights of the holder of such shares of Senior
Convertible Preferred Stock shall cease at such time as to such surrendered
shares, and the person or persons entitled to receive the shares of Common Stock
upon conversion of such shares of Senior Convertible Preferred Stock shall be
treated for all purposes as having become the record holder or holders of such
shares of Common Stock at such time and such conversion shall be at the
conversion price in effect at such time; provided, however, that no such
surrender on any date when the stock transfer books of the Corporation shall be
closed shall be effective to constitute the person or persons entitled to
receive the shares of Common Stock upon such conversion as the record holder or
holders of such shares of Common Stock on such date, but such surrender shall be
effective to constitute the person or persons entitled to receive such shares of
Common Stock as the record holder or holders thereof for all purposes at the
close of business on the next succeeding day on which such stock transfer books
are open and such conversion shall be at the conversion price in effect at the
close of business on such next succeeding day.

                  If the last day for the exercise of the conversion right shall
be a day which is not a Business Day, then such conversion right may be
exercised on the next succeeding day which is a Business Day. As used herein,
the term "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday or
Friday which is not a legal holiday for banking institutions in New York City,
New York.

                  (c) No adjustment in respect of accrued and unpaid dividends
shall be made upon the conversion of any shares of Senior Convertible Preferred
Stock.

                  (d) The conversion price shall be adjusted from time to time
as follows:

                  (i) In case the Corporation shall hereafter (a) pay a dividend
or make a distribution on Common Stock in shares of its Common Stock, (b)
subdivide outstanding Common Stock, (c) combine its outstanding Common Stock
into a smaller number of shares, or (d) issue any shares by reclassification of
its Common Stock, (including any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing corporation),
the conversion price in effect at the time of the record date for such dividend
or distribution or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that the holder of any
shares of Senior Convertible Preferred Stock surrendered for conversion after
such date shall be entitled to receive the aggregate number and kind of shares
of Common Stock which he or she would have owned or been entitled to receive had
such shares of Senior Convertible Preferred Stock been converted immediately
prior to such time.

                  (ii) In case the Corporation shall hereafter issue rights or
warrants to holders of its Common Stock entitling them (for a period expiring
within 45 days after the relevant record date ("Record Date"), to subscribe for
or purchase shares of Common Stock (or securities convertible into Common Stock)
at a price per share (or having a conversion price per share) less than the
current market price of the Common Stock on the Record Date as determined
pursuant to Subsection 5.03.05(d)(vi) (the "Current Market Price"), the
conversion price shall be adjusted so that the same shall equal the price
determined by multiplying the conversion price in effect immediately prior to
the date of such issuance by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding on the Record Date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such current market price
per share of the Common Stock, and of which the denominator shall be the number
of shares of Common Stock outstanding on such Record Date plus the number of
additional shares of Common Stock offered for subscription or purchase (or into,
which the convertible securities so offered are convertible). Such adjustment
shall be made whenever such options, rights or warrants are issued and shall
become effective immediately after the Record Date for the determination of
shareholders entitled to receive such options, rights or warrants; and to the
extent that shares of Common Stock are not delivered (or securities convertible
into Common Stock are not delivered) after the expiration of such options,
rights or warrants, the conversion price shall be readjusted to the conversion
price which would then be in effect had the adjustments made upon the issuance
of such rights or warrants been made upon the basis of delivery of only the
number of shares of Common Stock (or securities convertible into Common Stock)
actually delivered.


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                  (iii) In case the Corporation shall hereafter distribute to
all holders of its Common Stock, shares of stock other than Common Stock,
evidences of its indebtedness or assets (excluding cash dividends or
distributions out of retained earnings, and dividends or distributions referred
to in Paragraph 5.03.05(d)(i) above) or rights or warrants (excluding those
referred to in paragraph 5.03.05(d)(ii) above), then in each such case the
conversion price in effect thereafter shall be determined by multiplying the
conversion price in effect immediately prior thereto by a fraction, of which the
numerator shall be the total number of shares of Common Stock outstanding
multiplied by the then current market price of the Common Stock on the Record
Date, less the then fair market value (as determined in good faith by the Board
of Directors) of said shares of stock, assets or evidences of indebtedness so
distributed or of such options, rights or warranties, and of which the
denominator shall be the total number of shares of Common Stock outstanding
multiplied by such then current market price per share of the Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the Record Date for the determination of
shareholders entitled to receive such distribution.

                  (iv) In the case the Corporation shall issue shares of its
Common Stock (excluding shares issued: (a) in any of the transactions described
in Paragraph 5.03.05(d)(i), (b) upon conversion of the Senior Convertible
Preferred Stock, or upon conversion or exchange of other securities convertible
into or exchangeable for Common Stock or upon exercise of rights or warrants
issued to the holders of Common Stock, (c) upon the grant or exercise of options
or upon grants of Common Stock to employees or directors, provided that the
aggregate number of shares so excluded shall not exceed 15% of the Common Stock
outstanding immediately prior to the date of such issuance, (d) to shareholders
of any corporation which merges into the Corporation in proportion to their
stock holdings of such corporation immediately prior to such merger, upon such
merger, or (e) in a bona fide public offering pursuant to a firm commitment
underwriting, but only if no adjustment is required pursuant to this Paragraph
5.03.05(d) (without regard to Paragraph 5.03.05(d)(vi) with respect to the
transaction giving rise to such rights) for a consideration per share less than
the then Current Market Price per share on the date the Corporation fixes the
offering price of such additional shares, the conversion price shall be adjusted
immediately thereafter so that it shall equal the price determined by
multiplying the conversion price in effect immediately prior thereto by a
fraction, of which the numerator shall be the total number of shares of Common
Stock outstanding immediately prior to the issuance of such additional shares
plus the number of shares of Common Stock which the aggregate consideration
received (determined as provided in Paragraph 5.03.05(d)(vi) below) for the
issuance of such additional shares would purchase at such then Current Market
Price per share of Common Stock, and of which the denominator shall be the
number of shares of Common Stock outstanding immediately after the issuance of
such additional shares. Such adjustment shall be made successively whenever such
an issuance is made.

                  (v) In case the Corporation shall issue any securities
convertible into or exchangeable for its Common Stock (excluding securities
issued in transactions described in Paragraphs 5.03.05(d)(ii) and 5.03.05(d)(iv)
above, or with respect to the Senior Convertible Preferred Stock) for a
consideration per share of Common Stock initially deliverable upon conversion or
exchange of such securities (determined as provided in Paragraph 5.03.05(d)(vi)
below) less than the then Current Market Price per share in effect immediately
prior to the issuance of such securities, the conversion price shall be adjusted
immediately thereafter so that it shall equal the price determined by
multiplying the conversion price in effect immediately prior thereto by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding immediately prior to the issuance of such securities plus the number
of shares of Common Stock which the aggregate consideration received (determined
as provided in Paragraph 5.03.05(d)(vi) below) for such securities would
purchase at such current market price per share of Common Stock, and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately prior to such issuance plus the maximum number of shares of Common
Stock deliverable upon conversion of or in exchange for such securities at the
initial conversion or exchange price or rate. Such adjustment shall be made
successively whenever such an issuance is made.

                  (vi) For purposes of any computation respecting consideration
received pursuant to paragraphs 5.03.05(d)(iv) and 5.03.05(d)(v) above, the
following shall apply:

                           (a) in the case of the issuance of shares of Common 
Stock for cash, the consideration shall be the amount of such cash, provided
that in no case shall any deduction be made for any commissions, discounts or
other expenses incurred by the Corporation for any underwriting of the issue or
otherwise in connection therewith;


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                           (b) in the case of the issuance of shares 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 of the Corporation
(irrespective of the accounting treatment thereof), whose determination shall be
conclusive, and described in a certified Board Resolution; and

                           (c) in the case of the issuance of securities
convertible into or exchangeable for shares of Common Stock, the aggregate
consideration received therefor shall be deemed to be the consideration received
by the Corporation for the issuance of such securities plus the additional
minimum consideration, if any, to be received by the Corporation upon the
conversion or exchange thereof (the consideration in each case to be determined
in the same manner as provided in clauses (a) and (b) of this Paragraph
5.03.05(d)(vi)).

                  (vii) The Current Market Price of the Common Stock at any date
shall be deemed to be the average of the daily closing prices for the thirty
consecutive business days commencing no more than forty-five business days
before such date. The closing price for each day shall be the last reported sale
price regular way or, in case no such reported sale takes place on such day, the
average of the closing bid and asked prices regular way, in either case on the
principal national securities exchange on which the Common Stock is admitted to
trading or listed, or if not listed or admitted to trading on any national
securities exchange, the average of the closing reported bid and asked prices as
reported by NASDAQ or any comparable system, or if the Common Stock is not
listed on NASDAQ or a comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc, selected from time to time by the Corporation for that
purpose.

                  (viii) In any case in which this Subsection 5.03.05(d) shall
require that an adjustment shall become effective immediately after a Record
Date for an event, the Corporation may defer until the occurrence of such event:
(a) issuing to the holder of any Senior Convertible Preferred Stock converted
after such Record Date and before the occurrence of such event the additional
shares of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the shares of Common Stock issuable upon
such conversion before giving effect to such adjustment and (b) paying to such
holder any amount in cash in lieu of a fractional share pursuant to Subsection
5.03.05(c); provided, however, the Corporation shall deliver to such holder a
due bill or other appropriate instrument evidencing such holder's right to
receive such additional shares of Common Stock, and such cash, upon the
occurrence of the event requiring such adjustment.

                  (ix) No adjustment in the conversion price shall be required
unless such adjustment would require an increase or decrease of at least 25
cents in such price; provided, however, that any adjustments which by reason of
this Paragraph 5.03.05(d)(ix) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
pursuant to this Subsection 5.03.05 shall be made to the nearest cent or to the
nearest one-thousandth of a share, as the case may be.

                  (x) Anything in this Subsection 5.03.05(d) to the contrary
notwithstanding, the Corporation shall be entitled, but shall not be required,
to make such reductions in the conversion price, in addition to those required
by this Subsection 5.03.05(d), as it in its discretion shall determine to be
advisable in order that any dividend or distribution in shares of Common Stock,
subdivision, reclassification or combination of shares of Common Stock, issuance
of rights or warrants to purchase Common Stock, or distribution of shares of
stock other than Common Stock, evidences of indebtedness or assets (other than
distributions in cash out of retained earnings) referred to hereinabove in this
Subsection 5.03.05(d), hereafter made by the Corporation to its shareholders
shall not be taxable to them.

                  (xi) Except as herein otherwise provided, no adjustment in the
conversion price shall be made by reason of the issuance in exchange for cash,
property, or services of Common Stock, or any securities convertible into or
exchangeable for Common Stock, or carrying the right to purchase any of the
foregoing.

                  (e) Whenever the conversion price is adjusted as herein
provided, the Corporation shall cause to be filed at the offices or agencies
maintained for the purpose of conversion of shares of Senior Convertible
Preferred Stock and shall cause to be mailed to the holders of Senior
Convertible Preferred Stock, at their last addresses as they shall appear upon
the register maintained by the Transfer Agent, a certificate executed by the
appropriate officers setting forth the adjusted conversion price and showing in
reasonable detail the facts upon which such adjustment is based.


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                  (f) In case:

                  (i) the Corporation shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash or other
property out of its retained earnings or in Common Stock; or

                  (ii) the Corporation shall authorize the granting to the
holders of its Common Stock of rights to subscribe for or purchase any shares of
capital stock of any class or of any other rights; or

                  (iii) the Corporation shall authorize any reclassification of
the Common Stock (other than a subdivision or combination of its outstanding
Common Stock), or any consolidation or merger to which the Corporation is a
party and for which approval of any shareholders of the Corporation is required,
or, the sale or transfer of all or substantially all of the assets of the
Corporation; or

                  (iv) of the voluntary or involuntary dissolution, liquidation
or winding up of the Corporation; or

                  (v) the Corporation proposes to take any other action (other
than actions of the character described in Paragraph 5.03.05(d)(i)) which would
require adjustment of the conversion price pursuant to Subsection 5.03.05(d);
then the Corporation shall cause to be filed at the offices or agencies
maintained for the purpose of conversion of shares of Senior Convertible
Preferred Stock and shall cause to be mailed to the holders of Senior
Convertible Preferred Stock, at their last addresses as they shall appear upon
the record of the holders of Senior Convertible Preferred Stock at least 14 days
prior to the applicable Record Date, a notice stating (a) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights,
or, if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution or rights are to
be determined, or (b) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation or winding up.

                  (g) In case of any consolidation of the Corporation with, or
merger of the Corporation into, any other corporation or the merger of any other
corporation into the Corporation (other than a merger in which the Corporation
is the continuing corporation and in which no change is made in the outstanding
Common Stock), or in case of any sale or transfer of all or substantially all of
the assets of the Corporation, the holder of each share of Senior Convertible
Preferred Stock then outstanding shall have the right thereafter to convert such
shares into the kind and amount of shares of stock, other securities, cash or
other property, or any combination thereof, receivable upon such consolidation,
merger, sale or transfer by a holder of the number of shares of Common Stock
into which such shares might have been converted immediately prior to such
consolidation, merger, sale or transfer. The above provisions of this Subsection
shall similarly apply to successive consolidations, mergers, sales or transfers.

                  (h) The Corporation shall not be required to issue fractions
of shares of Common Stock on the conversion of shares of Senior Convertible
Preferred Stock. If any fraction of a share of Common Stock would, except for
the provisions of this Subsection, be issuable on the conversion of any shares
of Senior Convertible Preferred Stock, the Corporation shall purchase such
fraction for an amount in cash equal to the current market value of such
fraction based upon the Current Market Price of the Common Stock. For purposes
of this Subsection 5.03.05(h), the current market price on each day shall be the
last reported sales price, regular way, or, in case no such reported sale takes
place on such day, the average of the reported closing bid and asked prices,
regular way, in either case on any national securities exchange on which the
Common Stock is listed, or, if the Common Stock is not listed or admitted to
trading on any such exchange, the average of the bid and asked prices on such
day as furnished by dealers in the stock in the over-the-counter market. All
calculations under this Subsection 5.03.05(h) shall be made to the nearest cent
or to the nearest one-hundredth of a share, as the case may be. For purposes of
the conversion under this Subsection 5.03.05, shares of Senior Convertible
Preferred Stock may be aggregated.

                  (i) The Corporation will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon conversion of shares of Senior Convertible Preferred Stock as herein
provided, such number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding shares of Senior Convertible Preferred Stock.
All shares of Common Stock so issuable shall, when issued upon such conversion,
be duly and validly issued and fully paid and nonassessable.


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                  (j) Before taking any action which would cause an adjustment
reducing the conversion price below the then par value of the shares of Common
Stock, the Corporation will take any corporate action which may, in the opinion
of Its counsel, be necessary in order that the Corporation may validly and
legally issue fully paid and nonassessable shares of such Common Stock at such
adjusted conversion price.

                  If any shares of Common Stock required to be reserved for
purposes of conversion of Senior Convertible Preferred Stock hereunder, require
registration with or approval of any governmental authority under any federal or
state law, or listing upon any national securities exchange, before such shares
may be issued upon conversion, the Corporation will in good faith and as
expeditiously as possible endeavor to cause such shares to be duly registered,
approved or listed, as the case may be.

                  (k) The issuance of certificates for shares of Common Stock
upon the conversion of shares of Senior Convertible Preferred Stock shall be
made without charge to the converting shareholders for any tax in respect to the
issuance of such certificates, and such certificates shall be issued in the
respective names of, or in such names as may be directed by, the holders of the
shares of Senior Convertible Preferred Stock converted; provided, however, that
the Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any such
certificate in a name other than that of the holder of the shares of Senior
Convertible Preferred Stock converted, and the Corporation shall not be required
to issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Corporation the amount of
such tax or shall have established to the satisfaction of the Corporation that
such tax has been paid.

                  (l) If in any case a state of facts occurs wherein in the
opinion of the Board of Directors the other provisions of this Section 5.03.05
are not strictly applicable or if strictly applicable would not fairly protect
the conversion rights in accordance with the essential intent and principles of
such provisions, then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such conversion rights as aforesaid, all as the
Board of Directors in Its discretion shall determine.

                  5.03.06. REDEMPTION.

                  (a) The Senior Convertible Preferred Stock is not subject to
mandatory redemption by the Corporation but is subject to optional redemption by
the Corporation at any time on or after January 1, 1998. In the event of a
redemption of any of the shares of Senior Convertible Preferred Stock, notice of
the redemption shall be given by the Corporation or its Transfer Agent to the
holders of the shares of Senior Convertible Preferred Stock to be redeemed by
mailing by first class mail a notice of such redemption not less than thirty
(30) nor more than sixty (60) days prior to the date fixed for redemption to
their last addresses as they shall appear upon the records of holders of Senior
Convertible Preferred Stock. Failure to give such notice, or any defect therein,
shall not affect the validity of the proceedings for the redemption of any other
shares of Senior Convertible Preferred Stock. The notice of redemption to each
holder of shares of Senior Convertible Preferred Stock to be redeemed shall
specify the number of shares of Senior Convertible Preferred Stock held by such
holder to be redeemed, the date fixed for redemption and the redemption price at
which the shares are to be redeemed, and shall state that payment of the
redemption price for the shares to be redeemed will be made at the offices of
it's Transfer Agent in New York City, New York upon presentation and surrender
of such shares of Senior Convertible Preferred Stock and shall also state that
the right to convert the shares to be redeemed will terminate on the date fixed
for the redemption and shall state the conversion price then in effect. The
notice of redemption to any holder of shares of Senior Convertible Preferred
Stock may but need not specify the particular shares held by such holder to be
surrendered and any failure so to specify, or any error in such specification
shall not affect the validity of such notice. The notice shall state that, in
the case of only a partial redemption of the shares of Senior Convertible
Preferred Stock represented by a stock certificate, that upon the surrender of
such stock certificate a new certificate will be issued, at no charge to the
holder, for the shares remaining unredeemed.

                  (b) If less than all of the outstanding shares of Senior
Convertible Preferred Stock are to be redeemed, then the Corporation shall give
to its Transfer Agent, at least sixty (60) days in advance of the date fixed for
redemption, notice of the aggregate amount of shares of Senior Convertible
Preferred Stock to be redeemed, and thereupon the Transfer Agent shall select by
lot or in such manner as it shall deem appropriate and fair in its discretion,
the stock certificate numbers and the number of shares per such stock
certificates to be redeemed and shall thereafter notify the Corporation thereof.


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                  (c) If the giving of the notice of redemption shall have been
completed as above provided, the shares specified in such notice must, unless
theretofore converted into shares of Common Stock pursuant to Section 5.03.05
above, be surrendered to the Transfer Agent at its offices in New York City, New
York on or before the date specified in such notice as the redemption date.

                  (d) Monies in the amount necessary for each redemption shall
be deposited with the Transfer Agent not later than the date fixed for
redemption. On presentation and surrender of the shares of Senior Convertible
Preferred Stock at said place of payment, the shares shall be paid and redeemed
by the Transfer Agent on behalf of the Corporation at the applicable redemption
price.

                  (e) Any funds which at any time shall have been deposited by
the Corporation or on its behalf with its Transfer Agent or any other depository
for the purpose of redeeming any shares of Senior Convertible Preferred Stock
which shall have been converted into Common Stock pursuant to the provisions of
Section 5.03.05, shall forthwith upon such conversion be repaid upon demand to
the Corporation by such depository.

         SECTION 5.04. COMMON STOCK. All of the remaining shares that the
Corporation has authority to issue constitute a separate and single class of
shares known as Common Stock, which shall be without par value and shall not be
issued in series. All shares of Common Stock shall be identical with each other
in all respects. The holders of shares of Common Stock shall be entitled to one
vote for each share of such stock upon all matters presented to the
shareholders. Shares of Common Stock may be issued by the Corporation for such
an amount of consideration as may be fixed from time to time by the Board of
Directors.

         SECTION 5.05. RECORD OWNERSHIP OF SHARES OR RIGHTS. The Corporation, to
the extent permitted by law, shall be entitled to treat the person in whose name
any share or right is registered on the books of the Corporation as the owner
thereof, for all purposes, and shall not be bound to recognize any equitable or
other claim to, or interest in, such share or right on the part of any other
person, whether or not the Corporation shall have notice thereof.

                                    ARTICLE 6
                                    DIRECTORS

         SECTION 6.01. NUMBER AND QUALIFICATION. The number of directors of the
Corporation shall be specified, from time to time, by the Code of By-Laws (the
"By-Laws"), which number may be increased or decreased from time to time by
amendment of the By-Laws. Directors need not be shareholders of the Corporation.

                                    ARTICLE 7
                        CODE OF BY-LAWS: INDEMNIFICATION;
                             AMENDMENTS OF ARTICLES

         SECTION 7.01. CODE OF BY-LAWS. The Board of Directors of the
Corporation shall have power, without the assent or vote of the shareholders, to
make, alter, amend or repeal the By-Laws of the Corporation, but the affirmative
vote of a number of Directors equal to a majority of the number who would
constitute a full Board of Directors at the time of such action shall be
necessary to take any action for the making, alteration, amendment or repeal of
the By-Laws.

         SECTION 7.02. INDEMNIFICATION. The Corporation shall indemnify a
director or officer of the Corporation who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which the director or officer
was a party because the director or officer is or was a director or officer of
the Corporation against reasonable expenses incurred by the director or officer
in connection with the proceeding. The Corporation may indemnify an individual
made a party to a proceeding because the individual is or was a director,
officer, employee or agent of the Corporation against liability if authorized in
the specific case after determination, in the manner required by Indiana Code
Section 23-1-37-12, that indemnification of the director, officer, employee or
agent, as the case may be, is permissible in the circumstances because the
director, officer, employee or agent has met the standard of conduct set forth
in Indiana Code Section 23-1-37-8. The indemnification and advancement of
expenses for directors, officers, employees and agents of the Corporation shall
apply when such persons are serving at the Corporation's request while a
director, officer, employee or agent of the Corporation, as the case may be, as
a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, whether or not for profit, as well as in their official
capacity with the Corporation. The Corporation also may pay for or reimburse the
reasonable expenses incurred by a director, 


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officer, employee or agent of the Corporation who is a party to a proceeding in
advance of final disposition of the proceeding upon compliance with the
provisions of Indiana Code Section 23-1-37-10. The Corporation also may purchase
and maintain insurance on behalf of an individual specified In Indiana Code
Section 23-1-37-14 against liability asserted against or incurred by such
individual in any of the capacities specified in such Section or arising from
the individual's status as a director, officer, employee or agent of the
Corporation, whether or not the Corporation would have power to indemnify the
individual against the same liability under the Act. All references in this
paragraph to Chapter 37 of the Act shall be deemed to include any amendment or
successor thereto. When a word or phrase used in this paragraph is defined in
Chapter 37 of the Act, such word or phrase shall have the same meaning in this
Section that it has in Chapter 37 of the Act unless the context otherwise
requires. Nothing contained in this paragraph shall limit or preclude the
exercise of any right relating to indemnification or advance of expenses to any
person who is or was a director, officer, employee or agent of the Corporation
or the ability of the Corporation otherwise to indemnify or advance expenses to
any such person by contract or in any other manner. If any word, clause or
sentence of the foregoing provisions regarding indemnification or advancement of
expenses shall be held invalid as contrary to law or public policy, it shall be
severable and the provisions remaining shall not be otherwise affected. All
references in this Section to "director," "officer," "employee" and "agent"
shall include the heirs, estate, executors, administrators and personal
representatives of such persons.

         SECTION 7.03. AMENDMENTS OF ARTICLES. The Corporation reserves the
right to amend, alter, change or repeal any provision contained in these
Articles, or in any amendment hereto, or to add any provision to these Articles
or to any amendment hereto, in any manner now or hereafter prescribed or
permitted by the provisions of the Act or any amendment thereto, or by the
provisions of any other applicable statute of the State of Indiana; and all
rights conferred upon shareholders in these Articles or any amendment hereto are
granted subject to this reservation.


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