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                                      EX-3
                                EXHIBIT 3(a)(3)

                              ARTICLES OF AMENDMENT

                                       OF

                         INTER*ACT SYSTEMS, INCORPORATED

        The undersigned corporation hereby submits pursuant to Sections 55-6-02
and 55-10-06 of the North Carolina General Statutes these Articles of Amendment
for the purpose of amending its Articles of Incorporation.

        1. The name of the corporation is Inter*Act Systems, Incorporated.

        2. The Articles of Incorporation of the corporation are hereby amended
by replacing the Statement of Rights and Preferences of the 10% Series A
Mandatorily Convertible Preferred Stock attached thereto with the Amended and
Restated Statement of Rights and Preferences of the 10% Series A Mandatorily
Convertible Preferred Stock attached hereto.

        3. The foregoing amendment to the Articles of Incorporation was duly
adopted by the Board of Directors on March 15, 1999.

        4. The foregoing amendment to the Articles of Incorporation was duly
approved at a meeting held for that purpose on March 26, 1999 by (i) holders of
more than a majority of the outstanding votes represented by the shares of the
common stock and 10% Series A Mandatorily Convertible Preferred Stock of the
corporation voting together as a single voting group and (ii) by holders of more
than 75% of the outstanding shares of the 10% Series A Mandatorily Convertible
Preferred Stock of the corporation, in the manner prescribed by the North
Carolina Business Corporation Act.

        This the 29th day of March, 1999.

                                     INTER*ACT SYSTEMS, INCORPORATED

                                     By: /s/ Stephen R. Leeolou           
                                         ---------------------------------------
                                     Stephen R. Leeolou, Chief Executive Officer




 

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                              Amended and Restated
                   Statement of Rights and Preferences of the
              10% Series A Mandatorily Convertible Preferred Stock
                       of Inter*Act Systems, Incorporated

        Section 1. Number and Designation. A series consisting initially of
700,000 shares of the authorized preferred stock of the corporation, no par
value, is designated "10% Series A Mandatorily Convertible Preferred Stock" (the
"Series A Preferred Stock"). The number of shares of Series A Preferred Stock
shall not be increased but may be decreased from time to time by resolution of
the Board of Directors; provided, that the number of authorized shares of Series
A Preferred Stock shall be increased by the number of shares of Series A
Preferred Stock issued in respect of dividends pursuant to Section 3(b) hereof.

        Section 2. Ranking. For purposes of this Statement of Rights and
Preferences, any stock of any class or classes of the corporation shall be
deemed to rank:

        (a) prior to the Series A Preferred Stock, either as to dividends or
upon liquidation, if the holders of such class or classes shall be entitled to
the receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up of the corporation, as the case may be, in preference
or priority to the holders of Series A Preferred Stock;

        (b) on a parity with Series A Preferred Stock (the "Parity Stock"),
either as to dividends or upon liquidation, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per share or sinking
fund provisions, if any, shall be different from those of Series A Preferred
Stock, if the holders of such stock shall be entitled to the receipt of
dividends or of amounts distributable upon dissolution, liquidation or winding
up of the corporation, as the case may be, without preference or priority, one
over the other, as between the holders of such stock and the holders of Series A
Preferred Stock; or

        (c) junior to Series A Preferred Stock, either as to dividends or upon
liquidation, if such class shall be the common stock, no par value, of the
corporation (the "Common Stock") or if the holders of Series A Preferred Stock
shall be entitled to receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the corporation, as the case may be,
in preference or priority to the holders of shares of such class or classes.

        Section 3. Dividends and Distributions.

        (a) For each semi-annual dividend period (a "Dividend Period") dividends
payable on each share of Series A Preferred Stock shall be payable at a rate of
10% per annum of the initial liquidation preference of $100 per share divided by
two. Each Dividend Period shall commence on the April 1 and October 1 following
the last day of the preceding Dividend Period and shall end on and include the
day next preceding the first day of the next Dividend Period. Dividends shall be
cumulative from the date of original issue and shall be payable, when, as and if
declared



 

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by the Board of Directors or by a duly authorized committee thereof, on March 31
and September 30 of each year, commencing on March 31, 1999. Each such dividend
shall be paid to the holders of record of shares of Series A Preferred Stock as
they appear on the stock register of the corporation on such record date, not
exceeding 45 days preceding the payment date thereof, as shall be fixed by the
Board of Directors of the corporation or by a duly authorized committee thereof.
Dividends on account of arrears for any past Dividend Periods may be declared
and paid at any time, without reference to any regular dividend payment date, to
holders of record on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors of the corporation or by a
duly authorized committee thereof.

        (b) Dividends payable on shares of Series A Preferred Stock for any
period greater or less than a full Dividend Period, shall be computed on the
basis of a 360-day year consisting of twelve 30-day months and the actual number
of days elapsed in the period. Notwithstanding paragraph (a) of this Section 3,
any dividends payable on the shares of Series A Preferred Stock prior to a
Qualified Public Offering (defined below), including without limitation any or
all dividends in arrears, shall be paid in additional shares of Series A
Preferred Stock. The corporation shall pay such dividend by issuing to such
holder of Series A Preferred Stock additional shares of Series A Preferred Stock
having an aggregate initial liquidation preference equal to the amount of cash
dividends otherwise payable to such holder.

        (c) No full dividends shall be declared or paid or set apart for payment
on the Preferred Stock of any series ranking, as to dividends, on a parity with
or junior to the Series A Preferred Stock for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for such payment on the Series
A Preferred Stock for all Dividend Periods terminating on or prior to the date
of payment of such full cumulative dividends. When dividends are not paid in
full, as aforesaid, upon the shares of Series A Preferred Stock and any other
series of Parity Stock, all dividends declared upon shares of this Series and
such other series of Parity Stock shall be declared pro rata so that the amount
of dividends declared per share on the Series A Preferred Stock and such other
Parity Stock shall in all cases bear to each other the same ratio that accrued
and unpaid dividends per share on the shares of Series A Preferred Stock and
such other Parity Stock bear to each other. Holders of shares of Series A
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative dividends, as herein provided,
on the Series A Preferred Stock. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on the
Series A Preferred Stock which may be in arrears.

        (d) So long as any shares of Series A Preferred Stock are outstanding,
no dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this series as to dividends and upon liquidation and other than as
provided in paragraph (c) of this Section 3) shall be declared or paid or set
aside for payment or other distribution declared or made upon the Common Stock
or upon any other stock ranking junior to or on a parity with this Series as to
dividends or upon liquidation, nor shall any Common Stock or any other stock of
the corporation

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ranking junior to or on a parity with this Series as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the corporation (except by
conversion into or exchange for stock of the corporation ranking junior to the
Series A Preferred Stock as to dividends and upon liquidation) unless, in each
case, the full cumulative dividends on all outstanding shares of Series A
Preferred Stock shall have been paid or declared and set aside for payment for
all past Dividend Periods.

        Section 4. Voting Rights.

        (a) Except as otherwise expressly provided herein or as required by law,
the holders of each share of Series A Preferred Stock shall be entitled to vote
on all matters submitted to shareholders for voting, voting together with the
holders of Common Stock as a single group, and shall be entitled to notice of
any shareholders' meeting in accordance with applicable law and the Bylaws of
the corporation. Each share of Series A Preferred Stock shall entitle the holder
thereof to such number of votes per share on each such matter as shall equal the
number of shares of Common Stock (including fractions of a share) into which
each share of Series A Preferred Stock is convertible pursuant to Section 5(a)
on the record date with respect to such matter. Except as provided in the next
succeeding sentence, the approval of holders of 75% of the outstanding shares of
Series A Preferred Stock shall be required prior to the corporation's issuing
any shares of a class of preferred stock that ranks on a parity with or senior
to the Series A Preferred Stock. Notwithstanding the foregoing sentence, the
corporation may issue up to $90 million of Series A Preferred Stock and Parity
Stock without the approval of any holders of Series A Preferred Stock. The
corporation may not amend or alter any of this Statement of Rights and
Preferences without the approval of the holders of 75% of the outstanding Series
A Preferred Stock.

        Section 5. Conversion of Series A Preferred Stock. The holders of Series
A Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):

        (a) Right to Convert. Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share at the office of the corporation or any transfer agent
for such stock, into such number of fully paid and nonassessable shares of
Common Stock as is equal to the Liquidation Preference on the date of conversion
divided by $8.50, as adjusted pursuant to Section 5(g) below (the "Conversion
Price").

        (b) Mandatory Conversion. Each share of Series A Preferred Stock shall
automatically be converted into such number of fully paid and nonassessable
shares of Common Stock as is equal to the Liquidation Preference on the date of
conversion divided by the Conversion Price, upon (i) the closing of the sale of
the Common Stock in a Qualified Public Offering (defined below), (ii) the
closing of any Transaction (as defined in Section 5(h) below) in which each
holder of shares of Series A Preferred Stock is entitled to receive an

                                       4




 

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amount of cash or marketable securities having a current market value at least
equal to the Liquidation Preference of such shares of Series A Preferred Stock
(a "Qualified Transaction") or (iii) the vote or written consent of holders of
not less than 75% of the outstanding shares of Series A Preferred Stock. Notice
of any Qualified Public Offering or Qualified Transaction shall be given to each
holder of Series A Preferred Stock at least thirty days prior to anticipated
date of closing and conversion. "Qualified Public Offering" means a firm
commitment, public offering of the Common Stock pursuant to a registration
statement declared effective under the Securities Act of 1933, as amended,
underwritten by a securities firm of nationally recognized standing with an
aggregate offering price to the public of not less than $30 million and a price
per share not less than the Conversion Price.

        (c) Mechanics of Conversion.

                (i) To convert shares of Series A Preferred Stock into shares of
        Common Stock, the holder of such shares of Series A Preferred Stock
        shall (A) surrender the certificate or certificates therefor, duly
        endorsed, at the office of the corporation or of any transfer agent for
        such stock, (B) give written notice to the corporation at such office
        that it elects to convert the same, (C) state therein the name or names
        in which it wishes the certificate or certificates for shares of Common
        Stock to be issued and (D) deliver to the corporation an executed
        joinder agreement pursuant to which such holder agrees to become a party
        to and be bound by the Shareholders' Agreement dated as of April 16,
        1993 among the corporation and the holders of Common Stock, as amended
        (the "Shareholders' Agreement"). The corporation shall, as soon as
        practicable thereafter and at its expense, issue and deliver to such
        holder a certificate or certificates for the number of shares of Common
        Stock to which such holder is entitled. Such conversion shall be deemed
        to have been made immediately prior to the close of business on the date
        of surrender of the shares of Series A Preferred Stock to be converted,
        and the person or persons entitled to receive the shares of Common Stock
        issuable upon such conversion shall be treated for all purposes as the
        record holder or holders of such shares of Common Stock on such date.

                (ii) If the conversion is mandatory pursuant to Section 5(b) of
        this Statement of Rights and Preferences, the conversion shall be
        conditioned upon the closing with the underwriters of the sale of
        securities pursuant to such Qualified Public Offering, the closing of
        such Qualified Transaction or the vote or written consent of holders of
        not less than 75% of the outstanding shares of Series A Preferred Stock,
        as the case may be, and the Series A Preferred Stock shall be deemed to
        have been converted immediately prior to the occurrence of such event.


        (d) Reservation of Stock Issuable Upon Conversion. The corporation shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, free of preemptive rights, solely for the purpose of
effecting the conversion of the shares of

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Series A Preferred Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of Series A Preferred Stock; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect the
conversion of all then outstanding shares of Series A Preferred Stock, the
corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose,
including, without limitation, engaging in best efforts to obtain the requisite
shareholder approval of any necessary amendment to these Articles of
Incorporation.

        (e) Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series A Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series A Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of any fractional share. If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the same
fraction of the fair market value per share as of the date of conversion.

        (f) No Impairment. The corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, share exchange, 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
corporation, including without limitation the adjustments required under this
Section 5, and will at all times in good faith assist in the carrying out of all
the provisions of this Section 5 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the
holders of Series A Preferred Stock against impairment.

        (g) Adjustment to Conversion Price. The Conversion Price shall be
adjusted as follows:

                (i) If, at any time during the period when the Series A
        Preferred Stock remains outstanding, the corporation shall declare and
        pay on shares of Common Stock a dividend payable in shares of Common
        Stock or shall split the then outstanding shares of Common Stock into a
        greater number of shares, then the number of shares of Common Stock
        which the holders of the Series A Preferred Stock would receive upon
        conversion thereof, as in effect at the time of taking of a record for
        such dividend or at the time of such stock split, shall be
        proportionately increased and the Conversion Price shall be
        proportionately decreased, and conversely, if at any time the
        corporation shall contract or reduce the number of outstanding shares of
        Common Stock by combining such shares into a smaller number of shares,
        then the number of shares which may be purchased upon the

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        conversion of the Series A Preferred Stock at the time of such action
        shall be proportionately decreased as of such time, and the Conversion
        Price shall be proportionately increased.

                (ii) If the corporation shall issue or sell shares of its Common
        Stock (including without limitation shares issued upon exercise of
        options, rights or warrants) at a price per share (taking into account,
        to the extent applicable, any price paid for the option, right or
        warrant) less than the Conversion Price, then, forthwith upon such issue
        or sale, the Conversion Price shall be reduced to an amount equal to (i)
        the cash consideration per share received by the corporation as
        consideration for such sale or issue, plus (ii) the per share amount of
        any other consideration received by the corporation as consideration for
        such sale or issue, as such amount shall be determined in good faith by
        the Board of Directors of the corporation, whose determination shall be
        conclusive and described in a resolution of the Board of Directors.

                (iii) If the corporation shall issue or sell securities
        convertible into Common Stock entitling the holders thereof to convert
        such securities into shares of Common Stock at a conversion price per
        share (i.e., the amount payable upon involuntary liquidation, in the
        case of preferred stock, or the principal amount, in the case of debt,
        divided by the number of shares of Common Stock issuable upon conversion
        thereof) which is less than the Conversion Price, then, forthwith upon
        such issue or sale, the Conversion Price shall be reduced to an amount
        equal to such lower conversion price, as such amount shall be determined
        in good faith by the Board of Directors of the corporation, whose
        determination shall be conclusive, and described in a resolution of the
        Board of Directors.

                (iv) Notwithstanding anything to the contrary contained herein,
        the provisions of paragraphs (i), (ii) and (iii) of this Section 5(g)
        shall not apply with respect to the issuance of any Excluded Securities
        (as defined below). For the purposes hereof, "Excluded Securities" means
        (A) shares of Common Stock issued in connection with the exercise or
        grant of options or rights granted to employees, directors or
        consultants of the corporation pursuant to the terms of any stock
        compensation plan of the corporation in effect on March 1, 1999 or
        adopted by the shareholders of the corporation after March 1, 1999, (B)
        shares of Common Stock to be issued in connection with the exercise of
        options or warrants issued by the corporation and outstanding on March
        1, 1999 and (C) warrants issued to any person as a condition to such
        person providing debt financing to the corporation (provided that the
        Board of Directors of the corporation unanimously approves the issuance
        of debt to such person) and any shares of Common Stock issued in
        connection with the exercise of such warrants.

                (v) Whenever the Conversion Price shall be adjusted as provided
        in this Section 5(g), the corporation shall as soon as practicable
        thereafter file at its principal office, a statement signed by its Chief
        Financial Officer, showing in reasonable detail the basis for such
        adjustment and the actual Conversion Price that shall be in effect after
        such

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        adjustment and shall cause a copy of such statement to be sent to the
        holders of the Series A Preferred Stock at their addresses on the books
        and records of the corporation.

        (h) Changes in Common Stock. In case at any time the corporation shall
initiate any transaction or be a party to any transaction (including, without
limitation, a merger, consolidation, share exchange, sale, lease or other
disposition of all or substantially all of the corporation's assets, charter
amendment, recapitalization or reclassification of the Common Stock or a "Stock
Sale," as defined below) in connection with which the previously outstanding
Common Stock shall be changed into or exchanged for different securities of the
corporation or capital stock or other securities of another corporation or
interests in a non-corporate entity or other property (including cash) or any
combination of the foregoing (each such transaction being herein called a
"Transaction"), then, as a condition of the consummation of the Transaction,
lawful, enforceable and adequate provision shall be made so that the holders of
Series A Preferred Stock shall be entitled to receive upon conversion of their
shares of Series A Preferred Stock at any time on or after the consummation of
the Transaction, in lieu of the shares of Common Stock issuable upon such
conversion prior to such consummation, the securities or other property
(including cash) to which such holders of Series A Preferred Stock would have
been entitled upon consummation of the Transaction if such holders had converted
their shares of Series A Preferred Stock immediately prior thereto (subject to
adjustments from and after the consummation date as nearly equivalent as
possible to the adjustments provided for in this Section 5). If a purchase,
tender or exchange offer is made to and accepted by the holders of more than 50%
of the outstanding Common Stock (a "Stock Sale"), and if the holders of Series A
Preferred Stock so designate in a written notice given to the corporation, such
holders of Series A Preferred Stock shall be entitled to receive upon the
conversion of their shares of Series A Preferred Stock at any time on or after
the consummation of the Stock Sale in lieu of the shares of Common Stock
issuable upon conversion prior to the consummation of the Stock Sale, the
securities or other property to which such holders of Series A Preferred Stock
would have been entitled if such holders had converted their shares of Series A
Preferred Stock prior to the expiration of such purchase, tender or exchange
offer and had accepted such offer (subject to adjustments from and after the
consummation of such purchase, tender or exchange offer as nearly equivalent as
possible to the adjustments provided for in this Section 5). The corporation
will not effect any Transaction unless prior to the consummation thereof each
corporation or entity (other than the corporation) which may be required to
deliver any securities or other property upon the conversion of Series A
Preferred Stock as provided herein shall assume, by written instrument delivered
to the holders of Series A Preferred Stock, the obligation to deliver to such
holders such securities or other property as in accordance with the foregoing
provisions such holders may be entitled to receive. The foregoing provisions of
this Section 5(h) shall similarly apply to successive Transactions.

        (i) Other Action Affecting Common Stock. In case at any time or from
time to time the corporation shall take any action affecting the Common Stock,
other than an action described in Section 5(h) hereof, then, unless in the
opinion of the Board of Directors of the corporation such action will not have a
material adverse effect upon the rights of the holders of

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Series A Preferred Stock (taking into consideration, if necessary, any prior 
actions which the Board of Directors deemed not to materially adversely affect 
the rights of the holders), the conversion formula set forth in Section 5(a) 
shall be adjusted in such manner and at such time as the Board of Directors of 
the corporation may in good faith determine to be equitable in the 
circumstances.

        (j) Issue Taxes. The corporation shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of shares of Series A Preferred Stock pursuant
hereto; provided, that the corporation shall not be obligated to pay any
transfer taxes resulting from any transfer requested by any holder in connection
with any such conversion.

        (k) Any shares of Series A Preferred Stock which shall at any time have
been converted pursuant to this Section 6 shall, after such conversion, have the
status of authorized but unissued shares of preferred stock, without designation
as to series until such shares are once more designated as part of a particular
series by the Board.

        Section 6. Liquidation Preference.

        (a) Series A Preferred Stock. In the event of any liquidation,
dissolution or winding up of the corporation, either voluntary or involuntary,
the holders of the Series A Preferred Stock shall be entitled to receive, prior
and in preference to any distribution of any of the assets or surplus funds of
the corporation to the holders of any stock ranking junior to the Series A
Preferred Stock, an amount equal to $100.00 per share plus the amount of accrued
and unpaid dividends thereon (the "Liquidation Preference")(such Liquidation
Preference to be adjusted for any combinations, consolidations, stock
distributions or stock dividends with respect to shares of the Series A
Preferred Stock). If upon the occurrence of any such liquidation, dissolution or
winding up of the corporation the assets and funds to be distributed among the
holders of the Series A Preferred Stock shall be insufficient to permit the
payment to such holders of the full Liquidation Preference, then the entire
assets and funds of the corporation legally available for distribution after
payment of any amounts due and owing to holders of any stock ranking senior to
the Series A Preferred Stock shall be distributed ratably among the holders of
Series A Preferred Stock based upon the number of shares of Series A Preferred
Stock then held by them.

        (b) Consolidation, Merger, etc. Not a Liquidation. The consolidation or
merger of the corporation with or into any other entity, the acquisition of the
capital stock of the corporation in a share exchange or the sale, lease or other
disposition of all or substantially all of the assets, property or business of
the corporation shall not be deemed to be a liquidation, dissolution or winding
up of the corporation within the meaning of this Section 6.

        (c) Valuation of Securities. Any securities to be distributed pursuant
to this Section 6 in a liquidation, dissolution or winding up of the corporation
shall be the fair market value

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thereof, as determined in good faith by the Board of Directors of the
corporation or, if so required by a holder of Series A Preferred Stock, as
determined by a national or regional investment bank or a national accounting
firm mutually selected by such holder and the corporation, the fees and expenses
of which shall be paid by the corporation.

        (d) Notice. Written notice (the "Notice") of any such liquidation,
dissolution or winding up of the corporation within the meaning of this Section
6, which states the payment date, the place where said payments shall be made
and the date on which Conversion Rights (as defined in Section 5) terminate as
to such shares (which shall be not less than 20 days after the date such notice
is given), shall be given by first class mail, postage prepaid, or by telecopy,
facsimile or recognized overnight courier, not less than 30 nor more than 60
days prior to the payment date stated therein, to the then holders of record of
Series A Preferred Stock and Common Stock, such Notice to be addressed to each
such holder at its address as shown on the records of the corporation.

        Section 7. Redemption Rights.

        (a) The corporation shall have the right at any time after November 1,
2005 to redeem, out of funds legally available therefor, any outstanding shares
of Series A Preferred Stock, in whole or in part, for a redemption price equal
to the Liquidation Price per share of the Series A Preferred Stock (calculated
as if the corporation liquidated on the date of redemption). On November 1,
2008, the corporation shall redeem, out of funds legally available therefor, any
outstanding shares of Series A Preferred Stock, in whole or in part, for a
redemption price equal to the Liquidation Price per share of the Series A
Preferred Stock (calculated as if the corporation liquidated on the date of
redemption).

         (b) In the event that fewer than all the outstanding Series A Preferred
Stock are to be redeemed, except as otherwise provided by law, the number of
shares to be redeemed shall be determined by the Board and the shares to be
redeemed shall be determined by lot or pro rata as may be determined by the
Board or by any other method as may be determined by the Board in its sole
discretion to be equitable.

        (c) In the event the corporation shall redeem shares of Series A
Preferred Stock, notice of such redemption shall be given by first class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
redemption date, to each holder of record of the shares to be redeemed, at such
holder's address as the same appears on the stock register of the Corporation.
Each such notice shall state: (i) the redemption date; (ii) the number of shares
of Series A Preferred Stock to be redeemed and, if fewer than all the shares
held by such holder are to be redeemed, the number of such shares to be redeemed
from such holder; (iii) the redemption price; and (iv) the place or places where
certificates for such shares are to be surrendered for payment of the redemption
price.

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        (d) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the corporation in providing
money for the payment of the redemption price), the redeemed shares of Series A
Preferred Stock shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the corporation (except the right to
receive from the corporation the redemption price) shall cease. Upon surrender
in accordance with said notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board shall so require and
the notice shall so state), such shares shall be redeemed by the corporation at
the redemption price aforesaid. In case fewer than all the shares represented by
any such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares without cost to the holder thereof.

        (e) Any shares of Series A Preferred Stock which shall at any time have
been redeemed shall, after such redemption, have the status of authorized but
unissued shares of preferred stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board.

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