EXCHANGE AGREEMENT

         THIS EXCHANGE AGREEMENT (this "Agreement") is dated as of March 31,
2000 and is by and between Universal Beverages Holdings Corporation, a Florida
corporation ("UBHC") and Universal Beverages, Inc., a Florida corporation
("UBI") which is a wholly owned subsidiary of UBHC (collectively, UBHC and UBI
shall be referred to as "Universal") and Altamonte Capital, LLC, a Florida
limited liability company ("Note Holder").

         WHEREAS, the Note Holder advanced $300,000 to UBHC and such debt (the
"Loan") is evidenced by a promissory note dated May 18, 1999 in the amount of
$300,000 (the "Note") and is secured by the Note Holder's security interest in
the Syfo Trademark as further described in the Security Agreement by and between
Universal and the Note Holder dated May 18, 1999 (the "Security Agreement") and
a guaranty (the "Guaranty") dated May 18, 1999 made by UBI on the Note in favor
of the Noteholder;

         WHEREAS, in March 2000, the Note Holder filed an action to foreclose a
security interest, an action on the Note, an action on a Guaranty and an action
for replevin against UBHC, UBI and Capital International SBIC, LP ("Capital") in
the Circuit Court of the Fifth Judicial Circuit (the "Court"), in and for Lake
County, Florida, Civil Division 6, Case No. 00-382CA (the "Lawsuit");

         WHEREAS, the Note, the Security Agreement, the Guaranty, and a certain
Intercreditor Agreement (the "Intercreditor Agreement") dated May 1999 between
Altamonte and Capital relating to the subordination of Capital's rights to the
Syfo trademark and any other documents directly or indirectly related to the
transaction described herein shall be collectively referred to as the "Loan
Documents";

         WHEREAS, in exchange for receiving 35,000 shares of UBHC's Series F
Preferred Stock, the Note Holder has agreed (i) to forgive the $300,000
indebtedness that UBHC owes under the Note and any and all accrued interest,
penalties, late charges and/or payments of any type under the Loan
(collectively, all such payments shall be referred to as the Indebtedness"),
(ii) to release its security interest in the Syfo trademark, (iii) to release
Universal from any and all obligations under each of the Loan Documents and (iv)
to withdraw its Lawsuit;

         WHEREAS, the terms of the Series F Shares are further described in
Exhibit "A" of this Agreement, which is attached hereto and incorporated herein
by this reference:

         NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements herein contained, and for
other good and valuable consideration, the parties hereto agree as follows:

         1.       Exchange Agreement.
                  -------------------

         1.1 In exchange for receiving 35,000 shares of UBHC's Series F
Preferred Shares, the Note Holder has agreed (i) to forgive any and all
Indebtedness that UBHC owes under the Note, (ii) to release its security
interest under the Security Agreement in the Syfo trademark, (iii) to release
Universal from any and all obligations under the Loan and each of the Loan
Documents and (iv) to dismiss its Lawsuit.

         1.2 Effective as of the date of this Agreement, the Note Holder hereby
agrees and acknowledges that all Indebtedness and other sums due and owing under
the Note are hereby extinguished and canceled. The Note Holder also agrees that
each of the Loan Documents (the Note, the Security Agreement, the Guaranty, the
Intercreditor Agreement and any other documents relating directly or indirectly
to the transaction described herein) are deemed to be null, void and of no
further force and effect. The Note Holder expressly releases UBI from any and
all obligations under the Guaranty.

<PAGE>

         1.3 In order to evidence the cancellation of indebtedness under the
Note, the Note Holder agrees that it will write "PAID IN FULL" on the original
promissory note, initial such phrase and return the original promissory note to
Universal. The Note Holder agrees that it will handwrite "CANCELED" on each of
the original Loan Documents (the Note, the Security interest, the Guaranty, the
Intercreditor Agreement and other agreements), initial such phrase and return
each of the original Loan Documents to Universal. The Note Holder agrees that it
will file a UCC-3 Termination Statements with the Florida Secretary of State to
terminate the UCC-1 Financing Statement recorded on June 21, 1999, File No.
990000139651. The Note Holder also agrees that it will file a Voluntary
Dismissal with Prejudice of its Lawsuit with the Court.

         2.       Other Agreements.
                  -----------------

         2.1 The terms of the Series F Preferred Stock (the "Shares") is
described in Exhibit "A." The Series F Preferred Stock can be converted unto
shares of the Company's common stock at a rate equal to 80% of the Company's
market price. Within the next year by March 31, 2000, the Company agrees that
it will use is best efforts to file a registration statement with the Securities
and Exchange Commission ("SEC") to register the Series F Preferred Shares. The
Note Holder will have the right to assign the Series F Preferred Shares to
transferees, nominees or other parties, provided such transfers comply with the
federal securities laws.

         2.2 The Company reaffirm that it granted the Note Holder warrants to
purchase 1 million shares of the Company's common stock pursuant to warrant
certificates dated March 6, 1998. The Company and the Note Holder have agreed to
modify the terms and conditions of the Warrant described in the warrant
certificates pursuant to the Warrant Agreement dated March 31, 2000, attached
hereto as Exhibit "B" and incorporated herein by reference. One of the
amendments to the Warrant Agreement is to provide that the Warrant Shares have
registration rights, as further described in the Warrant Agreement.

         3. Release and Covenant Not to Sue. The Note Holder hereby releases
UBHC, UBI and each and every one of their respective directors, officers,
employees, representatives, legal counsel, agents, subsidiaries, or affiliates
(collectively, the "Affiliates") from all claims, causes of action, damages,
judgements, agreements and demands whatsoever, whether liquidated or
unliquidated, contingent or fixed, determined or undetermined, known or unknown,
at law or in equity, which it has had, now has, or may hereinafter have against
UBHC, UBI or their Affiliates for any matter whatsoever arising out of or
relating to this Agreement, arising from the beginning of the world to the and
of the world. The Note Holder further agrees never to institute or cause to be
instituted any suit or any form or action or proceeding of any kind or nature
against UBHC, UBI a their Affiliates by reason of or in connection with any of
the actions a matters released hereinabove.

         4. Representations Warranties, and Agreements of the Note Holder. In
connection with UBHC's agreement to issue Series F Shares pursuant to the terms
of this Agreement, the Note Holder hereby makes the following representations,
warranties and agreements and confirms the following understandings:

         4.1 Investment Purpose. The Note Holder is acquiring the Series F
Shares for its own account and for investment purposes only, within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), with no
intention of assigning any participation or interest therein and no view to the
distribution thereof.

         4.2 Unregistered Offering. The Note Holder understands that the sale of
the Series F Shares is not being registered, on the basis that the issuance of
the Series F Shares is exempt from registration under the Securities Act and
rules and regulations promulgated thereunder, as a transaction by an issuer not
involving any public offering (the "Offering") and that reliance on such
exemption is predicated, in part, on the Note Holder's representations and
warranties contained in this Agreement.

                                       2
<PAGE>

         4.3 Limitations on Disposition. The Note Holder understand that there
are substantial restrictions on the transferability of the Series F Shares
(however, the Note Holder will be permitted to assign the Series F Preferred
Shares to other investors or nominees if such assignments comply with the
federal securities laws); the Series F Shares will contain a restrictive legend;
the investors in UBHC have no rights to require that the Series F Shares be
registered under the Securities Act and there is not expected to be a market for
the resale of the Series F Shares. The Note Holder represents that it can afford
to hold the Series F Shares for an indefinite period of time.

         4.4 Absence of Official Evaluation. The Note Holder has had the
opportunity to conduct a due diligence review of Universal and ask
representatives of Universal questions about Universal's business and financial
condition and the terms of this exchange offer and related restructuring with
other creditors and has obtained such information as it has requested to the
extent it has deemed necessary to permit it to fully to evaluate the merits and
risks of his investment in UBHC. The Note Holder also represents that he has had
access to all material books and records of UBHC and all material contracts and
documents relating to Universal and the exchange offer.

         4.5 All Right, Interest and Title in the Loan Documents. The Note
Holder represents and warrants that it has all right, title and interest in
each of the Loan Documents and it has not assigned, hypothecated, sold or
transferred in any way its right, title and interest in any of the Loan
Documents.

         5.       Indemnification and Governing Law
                  ---------------------------------

         5.1 The Note Holder agrees to indemnify and hold harmless UBHC, UBI,
and their Affiliates against and in respect of any and all loss, liability,
claim, damage, deficiency, and all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses whatsoever (including, but not
limited to, any and all expenses whatsoever, including attorneys' fees,
reasonably incurred in investigating, preparing, or defending against any
litigation commenced or threatened or any claim whatsoever through all appeals)
arising out of or based upon any false representation or warranty or breach or
failure by the Note Holder to comply with any covenant or agreement made by him
herein or in any other document furnished by its in connection with his
subscription.

         5.2 This Agreement has been entered into and shall be construed and
enforced in accordance with the laws of the State of Florida, without reference
to the choice of law principles thereof.

         6.       General Provisions.
                  ------------------

         6.1 This Agreement and the agreements, instruments, schedules, exhibits
and other writings referred to in this Agreement, constitute the entire
understanding of the parties with respect to the subject matter of this
Agreement. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Agreement may be
amended only by means of a writen instrument duly executed by all of the parties
hereto.

         6.2 This Agreement shall not be assignable by any party, and shall not
be altered or otherwise amended except pursuant to a writing executed by all of
the parties hereto. This Agreement will be binding upon, inure to the benefit
and be enforceable against the parties hereto, their respective officers,
directors, parents, subsidiaries, successors in interest and assigns, whether by
merger, consolidation, or otherwise and upon and to the benefit of their
respective present and future affiliated and subsidiary companies.

         6.3 No waiver of any breach or default hereunder shall be considered
valid unless such waiver is made in writing and signed by the party giving such
waiver. The granting of a waiver by a party in a particular instance shall not
constitute a waiver of future conduct unless expressly specified in the written
instrument granting such waiver. No waiver shall be granted or inferred based
upon the conduct of the parties.

                                       3
<PAGE>

         6.4 Each party represents and warrants to the other party hereto that
it has the proper authorization and legal authority to cater into this Agreement
All pronouns and any vary thereof shall be deemed to refer to the masculine,
feminine, neuter, singular and plural as the context may require.

         6.5 All notices, claims, certificates, requests, demands or other
communications under this Agreement shall be in writing and will be deemed to
have been duty given when delivered or mailed, registered or certified mail,
postage prepaid, return receipt requested, or by overnight delivery by a
nationally recognized overnight mail service, as follows:

               If to the:
               Note Holder       Altamonte Capital, LLC

                                 ------------------------

                                 ------------------------

                                 ------------------------

               If to Universal:  Jonathan 0. Moore
                                 Chief Executive Officer
                                 7563 Philips Highway, Suite 110
                                 Jacksonville, Florida 32256

or to such address as the party to whom such notice is to be given has furnished
to the other party writing in the manner set forth in this Section.

         6.6 If party term, condition or provision of this Agreement shall be
declared invalid or enforceable, the remainder of this Agreement shall not be
affected thereby and shall remain in full force and effect and shall be valid
and enforceable to the fullest extent permitted by law.

         6.7 The Preliminary Recitals set forth in the Preamble are hereby
incorporated and made part of this Agreement. Section headings are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement. The Exhibits and Schedules
identified in the Agreement and incorporated herein by reference are made a part
hereof.

         6.8 The parties agree to execute and deliver all such further
documents, agreements, and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Agreement.

         6.9 This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which, taken together,
shall constitute one and the same document. Any facsimile copy of a manually
executed original shall be deemed a manually executed original.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.

UNIVERSAL BEVERAGES HOLDINGS
CORPORATION

/s/ [Illegible]
------------------------

                                       4
<PAGE>


UNIVERSAL. BEVERAGES, INC.

/s/ [Illegible]
------------------------

Note Holder:

ALTAMONTE CAPITAL, LLC

/s/ [Illegible]
------------------------


                                       5
<PAGE>

                                   EXHIBIT "A"

         Provisions Relating to Series F 8% Convertible Preferred Stock
         --------------------------------------------------------------

         1. Designation, Amount, Par Value, and Rank. A series of Preferred
Stock shall be designated as Series F 8% Convertible Preferred Stock ( the
"Series F Preferred Stock"), and the number of Shares so designated shall be
200,000. Each share of Series F Preferred Stock shall have a stated value of $10
per share and a par value of $.01 per share. The Series F Preferred Stock shall
be subordinate to the Series B, Series C, Series D and Series E Preferred Stock
with respect to dividend rights and shall rank prior to all lower series or
classes of preferred stock with respect to dividends (such as Series G, H, I
Preferred Stock) and the Company's common stock. The Series F Preferred Stock
shall be in pari passu with the Series C, D, E and F Preferred Stock with
respect to liquidation rights and shall be subordinated to higher classes of
preferred stock with respect to liquidation rights (such as Series B). The
Series F Preferred Stock shall have priority over the common stock and all lower
classes of preferred stock with respect to liquidation rights (such as Series G,
H, I, etc.).

         2. Dividends. Subject to the limitations described below, holders of
the Series F Preferred Stock will be entitled to receive, when, as, and if
declared by the Board of Directors out of funds of the Company legally available
for payment, cash dividends or at the option of the Board of Directors, Common
Stock of the Company, at an annual rate of $.80 per share, payable quarterly in
arrears on January 10, April 10, July 10 and October 10 of each year (the
"Dividend Payment Date"), commencing on July 10, 2000. In the case of any
accrued but unpaid dividends, the Company's Board of Directors may make these
payments at any time. In the event that any Dividend Payment Date shall fall on
any day other than a business day, the preferred dividends due on such Dividend
Payment Date shall be paid on the business day immediately following such
Dividend Payment Date.

Dividends will be cumulative from the date of original issuance of the Series F
Preferred Stock and dividends will cease to accrue after the Series F Preferred
Stock is converted or redeemed as described in Sections 6 and 7 of this Article
F. Dividends accrued for any period less than a full quarterly period between
the date of initial issuance of a share of Series F Preferred Stock through the
first Dividend Payment Date shall be computed on the basis of a 360 day year,
consisting of twelve 30-day months. Accrued but unpaid dividends shall cumulate
as of the Dividend Payment Date on which they first become payable, but no
interest shall accrue on accumulated unpaid preferred dividends. Dividends shall
be payable to holders of record as they appear on the stock transfer records of
the Company on such record dates, which shall be not more than 60 days nor less
than 10 days preceding the payment dates, as shall be fixed by the Board of
Directors. No senior dividend stock may be issued without the approval of
holders of a majority of the Series F Preferred Stock.

         The Series F Preferred Stock will have the priority as to dividends
over the Common Stock and all other series or classes of the Company's stock
hereafter issued which ranks junior as to dividends to the Series F Preferred
Stock ("Junior Dividend Stock"), and no dividend may be made by the Company on
any Junior Dividend Stock unless all accrued and unpaid dividends

<PAGE>

on Series F Preferred Stock for all periods and the current period have been
paid or declared and set aside for payment.

         3. Default. The holders of at least 60% of the Company's issued and
outstanding Series F Preferred Stock may declare an event of default ("Event of
Default") if the Company fails to make payments of dividends for three fiscal
quarters. Prior to having the Event of Default be effective, the holders of at
least 60% of the Company's issued and outstanding Series F Preferred Stock must
(1) approve in writing a resolution to declare the Series F Preferred Stock in
default and (2) must send the Company written notice ("Notice of Default") of
their intent to declare the Series F Preferred Stock in Default. The Notice of
Default shall specify the date on which the Event of Default shall be deemed to
be effective; provided that an Event of Default will not be effective until at
least sixty (60) days after the date on which the Company receives the Notice of
Default. Once all the conditions for the Event of Default have occurred, the
holders of the Company's Series F Preferred Stock will have certain voting
rights described in Section 5 of this Article F.

         4. Liquidation Rights. In case of voluntary or involuntary liquidation,
dissolution or winding up of the Company, holders of Series F Preferred Stock
will be entitled to receive a liquidation price equal to the $10 per share for
the period during which the voluntary or involuntary liquidation, dissolution or
winding up of the Company occurred, plus an amount equal to any accrued and
unpaid dividends to the payment date, before any payment or distribution is made
to the holders of Common Stock or any other series or class of the Company's
stock hereafter issued which ranks junior as to liquidation rights to the Series
F Preferred Stock. However, the holders of the shares of the Series F Preferred
Stock will not be entitled to receive the liquidation price of such shares until
the liquidation price of any other series or class of the Company's stock which
ranks senior as to liquidation rights of the Series F Preferred Stock ("Senior
Liquidation Stock") has been paid in full. If upon liquidation, dissolution or
winding up of the Company, the amounts payable with respect to the Series C,
Series D, Series E and Series F shares and any other shares ranking as to such
distribution on a parity with the Series F Preferred Shares are not paid in
full, the holders of the Series C, D, E and F shall share ratably in such
distribution of assets in proportion to their full respective preferential
amounts to which they are entitled. No such Senior Liquidation Stock may be
issued without approval of the holders of a majority of the shares of Series F
Preferred Stock. Neither a consolidation nor merger of the Company with another
corporation nor a sales or transfer of all or part of the Company's assets for
cash, securities or other property will be considered a liquidation, dissolution
or winding up of the Company.

         5. Voting Rights. Except as indicated below or otherwise required by
law, holders of Series F Preferred Shares will have no voting rights.

         In the event that the holders of 60% of the issued and outstanding
shares of the Company's Series F Preferred Stock elect and declare an event of
default as described in Section 3 of this Article F, each holder of Series F
Preferred Stock may vote, along with holders of the Company's Common Stock and
any other equity securities which have voting rights, in the election of the
Company's Board of Directors. With respect to the election of directors, each
share of Series F Preferred Share shall have 10 votes per share. Except for the
foregoing voting

<PAGE>

rights for directors in the Event of Default and as required by Florida law, the
Series F Preferred Stock will not have voting rights on any other corporate
matters.

         6. Conversion Rights. At any time after issuance, each holder of Series
F Preferred Stock shall have the right to convert its shares of Series F
Preferred Stock into shares of the Company's common stock. For purposes of
determining the Conversion Rate, each share of Series F Preferred Stock shall be
deemed to have a value equal to $10 per share. The Conversion Price shall equal
the average "bid" and "ask" price of the Company's common stock during the
preceding thirty (30) day period discounted by a factor of twenty percent (20%).
For example, if the Company's common stock is trading at a price of $4 per share
during the preceding thirty (30) day period, the Conversion Price would be $3.20
per share. Accordingly if the Conversion Price is $3.20 per share, one share of
the Company's Series F Preferred Stock can be converted into 3.125 shares of the
Company's common stock.

         To exercise its voluntary conversion rights, the holder shall give
written notice (the "Conversion Notice") to the Company at the Company's offices
stating the number of shares that it wishes to convert into common stock and the
date that he wishes to use as the starting point for the calculation of the
"bid" and "ask " price calculated during the preceding thirty day period. The
date specified as the starting date shall not be more than 10 days from the date
of the Conversion Notice. The conversion shall be deemed to have occurred on the
date the Company receives a notice of election from the holder (the "Conversion
Date"), so that the rights of the holder shall be treated for all purposes as
having become the record holder of shares of common stock on the conversion
date. Any accrued but unpaid dividends outstanding on the Conversion Date shall
be paid, at the option of the Company, to the Holder in cash or shares of the
Company's common stock.

         In the case of any consolidation or merger of the Company with any
other corporation (other than a wholly owned subsidiary), or in the case of a
sale or transfer of all or substantially all of the assets of the Company, or in
the case of any share exchange whereby the Common Stock is converted into other
securities or property, the Company will be required to make appropriate
provisions so that the holder of each share of Series F Preferred Stock then
outstanding will have the right thereafter to convert such shares of Series F
Preferred Stock into the kind and amount of shares of stock and other securities
and property receivable by the common stockholder upon such consolidation,
merger, sale, transfer or share exchange. If the holders of a majority of the
Series F Preferred Stock do not consent to such conversion, the Company will be
required to redeem ( per Redemption in Section 7 of this Article F below) such
shares so held before and such merger, consolidation or share exchange occurs.
In connection with the forgoing adjustments, no fractional shares will be issued
and, in lieu of any fractional share, cash in an amount based on the then
applicable market value as defined below of the Common Stock will be paid.

         The holder of record of a share of Series F Preferred Stock on a record
date with respect to the payment of a dividend on the Series F Preferred Stock
shall be entitled to receive such dividends on such share of Series F Preferred
Stock on the corresponding Dividend Payment

<PAGE>

Date, notwithstanding the conversion thereof after such record date or default
by the Company in the payment of the dividend payable on such Dividend Payment
Date. However, shares of Series F Preferred Stock surrendered for conversion
during the period from the close of business on any record date for the payment
of a dividend on the Series F Preferred Stock to the opening of business on the
corresponding Dividend Payment Date (except a share of Series F Preferred Stock
called for redemption on a redemption date during such period) must be
accompanied by payment of an amount equal to the dividend payable on such due
date. Holders of record of shares of Series F Preferred Stock on a record date
with respect to the payment of a dividend on the Series F Preferred Stock who
convert such shares on or after the corresponding Dividend Payment Date will
receive the dividend payable by the Company on such date and need not include
payment in the amount of such dividend upon surrender of such shares for
conversion.

         7. Redemption. At any time after issuance, the Series F Preferred Stock
shall be redeemable, at the option of the Board of Directors of the Company, in
whole on in part, upon giving the Series F Preferred Stockholders 30 days
written notice of its intention to redeem the Series F Preferred Stock. The
redemption price shall be $10.00 per share, plus an amount equal to all unpaid
accumulated dividends thereon. The redemption notice shall (1) identify the
Series F Preferred Stock or portions thereof to be redeemed, (2) list the date
on which the redemption will be effective (the "Redemption Date") and (3)
describe the redemption procedures. During the period after the redemption
notice but prior to the redemption date, the holders of Series F Preferred
Shares shall have the right to convert the Series F Preferred Shares into Common
Stock of the Company at the Conversion Price described in Section 6 of this
Article F.

         Unless provided otherwise in the notice of redemption, the Company
shall send the holder's payment for the shares of Series F Preferred Stock to be
redeemed on the Redemption Date. On the Redemption Date, the shares of Series F
Preferred Stock redeemed by the Company shall be deemed to be canceled and
extinguished as a result of the redemption payment and the cancellation of such
shares will be noted in the Company's stock transfer records. The holders of
redeemed Series F Preferred Stock may return their shares of Series F Preferred
Stock to the Company for cancellation; however, such cancellation will be
automatic as of the Redemption Date. All Series F Preferred Stock so redeemed
shall be canceled and retired in such manner as may be prescribed by law and no
Series F Preferred Stock so redeemed shall be reissued.

         8. Adjustment to Conversion Ratio and Redemption Price. If the Company
(1) subdivides or reclassifies its outstanding shares of Common Stock into a
greater number of shares (pursuant to a forward stock split) or (2) combine or
reclassify its outstanding shares of Common Stock into a smaller number of
shares (pursuant to a reverse stock split), the Conversion Ratio, Redemption
Price and dividend payments shall be adjusted proportionately.

         9. Other Provisions. The shares of Series F Preferred Stock, when
issued, will be duly and validly issued, fully paid and non-assessable. The
holders of the shares of Series F Preferred Stock will have no preemptive rights
with respect to any shares of capital stock or the Company or any other
securities or the Company convertible into carrying rights or options to
purchase any such shares.

<PAGE>

         10. No Liens or Encumbrances and No Adverse Changes. The Company is
further prohibited from encumbering the underlying assets of the Company, other
than cash, accounts receivable, and inventories, for the purposes of pledging,
securing or otherwise encumbering these assets for any reason including further
borrowing or other purposes without the unanimous approval of the Board of
Directors of the Company including the directors so appointed by the majority of
the Series F Preferred Shares.

         So long as any shares of Series F Preferred Stock are outstanding, the
Company will not, without the affirmative vote or consent of the holders of at
least a majority of the outstanding shares of the Series F Preferred Stock,
voting a class: (i) create, authorize or issue any shares of any other class of
Senior Dividend Stock or Senior Liquidation Stock or (ii) amend, alter or
repeal, whether by merger, consolidation or otherwise, the Company's Articles of
Incorporation, if amendment, alteration or repeal materially and adversely
affects, the powers, preferences or special rights of the Series F Preferred
Stock. However, any increase in or the creation and issuance of any other
capital stock of the Company junior to the Series F Preferred Stock will not be
deemed to materially and adversely affect such powers, preferences or special
rights. In addition, holders of Series F Preferred Stock will not have voting
rights with respect to any merger or consolidation involving the amendment,
alteration or repeal of the Articles of Incorporation, if such amendment,
alteration or repeal does not materially and adversely affect such powers,
preferences or special rights.