SECOND
AMENDED AND RESTATED


ARTICLES
OF INCORPORATION OF


FORTUNE
INDUSTRIES, INC.


(f/k/a/
FDI Indiana, Inc.)











FIRST. 
The name of the Company is Fortune Industries, Inc.





SECOND. 
The address of the Corporation’s registered office in the State of Indiana is
8888 Keystone Crossing, Suite 1200, Indianapolis,
Indiana  46240.  The name of its registered agent at such
address is Robert J. Milford.





THIRD. 
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the Indiana Business Corporation
Law.





FOURTH. 
(1)  The total number of shares of capital stock which this
corporation shall have the authority to issue is one hundred fifty one million
(151,000,000) consisting of (a) one hundred fifty million (150,000,000) shares
of common stock, each having a par value of ten cents ($0.10), amounting in the
aggregate to Fifteen Million Dollars ($15,000,000.00) (“Common Stock”), and (b)
one million (1,000,000) shares of preferred stock, each having a par value of
ten cents ($0.10), amounting in the aggregate to One Hundred Thousand Dollars
($100,000.00) (“Preferred Stock”).





(2)  Except as
otherwise expressly provided by statute or by these Articles, and subject to the
express terms and rights, if any, of any Preferred Stock authorized by the Board
of Directors pursuant to the authority granted in this Article FOURTH, all
voting rights shall be vested in the holders of the Common Stock, who shall be
entitled to one vote per share on all matters submitted to a vote of holders of
the Common Stock and shall be entitled to receive:  (a) such dividends
on the Common Stock as may be declared and paid by the Corporation out of assets
legally available therefor; and (b) in the event of the liquidation, dissolution
or winding up of the Corporation, the assets of the Corporation available for
distribution to stockholders.





(3)  The Board
of Directors is authorized, subject to limitations prescribed by statute and the
provisions of this Article FOURTH, to provide for the issuance of Preferred
Stock, from time to time, in one or more series of any number of shares, with a
distinctive serial designation for each series, provided that the aggregate
number of shares issued and not cancelled of any and all such series shall not
exceed the total number of shares of Preferred Stock authorized by this Article
FOURTH, as shall hereafter be stated and expressed in the resolution or
resolutions providing for the issuance of such Preferred Stock from time to time
adopted by the Board of Directors.  Subject to said limitations, each
series of Preferred Stock:  (a) may have such voting powers, full or
limited, or may be without voting powers; (b) may be subject to redemption at
such time or times and at such prices; (c) may be entitled to receive dividends
(which may be cumulative or noncumulative) at such rate or rates, on such
conditions and at such times, and payable in preference to, or in such relation
to, the dividends payable on any other class or classes or series of stock (d)
may have such rights upon the dissolution of, or upon any distribution of the
assets of, the Corporation; (e) may be made convertible into, or exchangeable
for, shares of any other class or classes of or any other series of the same or
any other class or classes of stock of the Corporation or any other issuer, at
such price or prices or at such rates of exchange, and with such adjustments;
(f) may be entitled to the benefit of a sinking fund to be applied to the
purchase or redemption of shares of such series in such amount or amounts; (g)
may be entitled to the benefit of conditions and restrictions upon the creation
of indebtedness of the Corporation or any subsidiary, upon the issue of any
additional stock (including additional shares of such series or of any other
series) and upon the payment of dividends or the making of other distributions
on, and the purchase, redemption or other acquisition by the Corporation or any
subsidiary, of any outstanding stock of the Corporation; and (h) may have such
other relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereon; all as shall be stated in said resolution
or resolutions providing for the issue of such series of Preferred
Stock.




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(4)  Shares of
any series of Preferred Stock which have been redeemed (whether through the
operation of a sinking fund or otherwise) or which, if convertible or
exchangeable, have been converted into or exchanged for shares of stock of any
other class or classes, shall have the status of authorized and unissued shares
of Preferred Stock of the same series and may be reissued as a part of the
series of which they were originally a part or may be reclassified and reissued
as part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors or as part of any other series of
Preferred Stock, all subject to the conditions or restrictions on issuance set
forth in the resolution or resolutions adopted by the Board of Directors
providing for the issue of any such series of Preferred Stock.





(5)  The terms
of the Series A Preferred Stock are as follows:  sixty-six thousand,
one hundred eighty (66,180) shares of Preferred Stock are hereby designated
Series A Preferred Stock with an issuance price of One Hundred Dollars ($100.00)
per share.  The holders of Series A Preferred Stock shall be entitled
to receive, out of funds legally available for such purpose, an annual cash
dividend of Seven Dollars and Fifty Cents ($7.50) per share, payable
monthly.  The Series A Preferred Stock shall be non-voting and shall
not be convertible into Common Stock.





(6)  The terms
of the Series B Preferred Stock are as follows:  seventy-nine
thousand, one hundred eighty (79,180) shares of Preferred Stock are hereby
designated Series B Preferred Stock with an issuance price of One Hundred
Dollars ($100.00) per share.  The holders of Series B Preferred Stock
shall be entitled to receive, out of funds legally available for such purpose,
an annual cash dividend of Ten Dollars ($10.00) per share, payable
monthly.  The Series B Preferred Stock shall be non-voting and shall
not be convertible into Common Stock.





(7)  The
powers, designations, preferences and relative participating, optional and other
special rights, and the qualifications, limitations or restrictions of the
Series C Preferred Stock are as follows:





(a)
            Designation and Number
      of Shares.  The shares of such series shall be designated
      as “Series C Cumulative Preferred Stock” (“Series C Preferred
      Stock”).  The number of shares initially constituting the Series
      C Preferred Stock shall be Two Hundred Ninety-Six Thousand, One Hundred
      Eighty (296,180).






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(b)
            Dividends and
      Restrictions.  Dividends shall begin to accrue and be
      cumulative on outstanding shares of Series C Preferred Stock beginning on
      the date of issuance.  Commencing on January 1, 2009 and for the
      two (2) year period thereafter, the holders of the Series C Preferred
      Stock in preference to the holders of the Common Stock and of any other
      junior stock, shall be entitled to receive, when, as and if declared by
      the Board of Directors, out of funds legally available for such purpose,
      an annual cash dividend in an amount equal to Five Dollars ($5.00) per
      share, payable monthly.  Commencing on January 1, 2011 and for
      the one (1) year period thereafter, the holders of the Series C Preferred
      Stock in preference to the holders of the Common Stock and of any other
      junior stock, shall be entitled to receive, when, as and if declared by
      the Board of Directors, out of funds legally available for such purpose,
      an annual cash dividend in an amount equal to Six Dollars ($6.00) per
      share, payable monthly. Commencing on January 1, 2012 and thereafter, the
      holders of the Series C Preferred Stock in preference to the holders of
      the Common Stock and of any other junior stock, shall be entitled to
      receive when, as and if declared by the Board of Directors, out of funds
      legally available for such purpose, an annual cash dividend in an amount
      equal to Seven Dollars ($7.00) per share, payable monthly. The dividend
      shall be paid on the first day of each month, commencing on January 1,
      2009.  Accrued but unpaid dividends shall not bear
      interest.  Dividends paid on the shares of Series C Preferred
      Stock in an amount less than the total amount of such dividends at the
      time accrued and payable on such shares shall be allocated pro rata on a
      share-by-share basis among all such shares at the time
      outstanding.




(c)
            Voting
      Rights.  Except as set forth herein or as otherwise
      provided by law, holders of Series C Preferred Stock shall have no voting
      rights and their consent shall not be
required.




(d)
            Certain
      Restrictions.  Whenever monthly dividends or other
      dividends or distributions payable on the Series C Preferred Stock as
      provided in Subsection (b) are in arrears, thereafter and until all
      accrued and unpaid dividends and distributions, whether or not declared,
      on shares of Series C Preferred Stock outstanding shall have been paid in
      full, the Corporation shall not:




(1)
            Declare
      or pay dividends, or make any other distributions, on any shares of stock
      ranking junior (either as to dividends or upon liquidation, dissolution or
      winding up) to the Series C Preferred Stock;
or




(2)
            Redeem
      or purchase or otherwise acquire for consideration any shares of Series C
      Preferred Stock, or any shares of stock ranking on a parity with the
      Series C Preferred Stock, except in accordance with a purchase offer made
      in writing to all holders of such shares upon such terms as the Board of
      Directors, after consideration of the respective annual dividend rates and
      other relative rights and preferences of the respective series and
      classes, shall determine in good faith will result in fair and equitable
      treatment among the respective series or
  classes.






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(e)
            Reacquired
      Shares.  Any shares of Series C Preferred Stock purchased
      or otherwise acquired by the Corporation in any manner whatsoever shall be
      retired promptly after the acquisition
thereof.




(f)
            Liquidation,
      Dissolution or Winding Up.  Upon any liquidation,
      dissolution or winding up of the Corporation, no distribution shall be
      made (i) to the holders of shares of stock ranking junior (either as to
      dividends or upon liquidation, dissolution or winding up) to the Series C
      Preferred Stock unless, prior thereto, the holders of shares of Series C
      Preferred Stock shall have received an amount equal to the accrued and
      unpaid dividends and distributions thereon, whether or not declared, to
      the date of such payment, plus an amount equal to $100.00 per share, or
      (ii) to the holders of shares of stock ranking on a parity (either as to
      dividends or upon liquidation, dissolution or winding up) with the Series
      C Preferred Stock, except distributions made ratably on the Series C
      Preferred Stock and all such parity stock in proportion to the total
      amounts to which the holders of all such shares are entitled upon such
      liquidation, dissolution or winding
up.




(g)
            Consolidation, Merger,
      etc.  In case the Corporation shall enter into any
      consolidation, merger, combination or other transaction in which the
      shares of Common Stock are exchanged for or changed into other stock,
      securities, cash and/or any other property, then in any such case, each
      share of Series C Preferred Stock shall at the same time be similarly
      exchanged for or changed into an aggregate amount of stock, securities,
      cash and/or any other property equal to the accrued and unpaid dividends
      and distributions thereon, whether or not declared, to the date of such
      consolidation, merger, etc. plus an amount equal to $100.00 per
      share.




(h)
            Redemption.  The
      shares of Series C Preferred Stock shall be redeemable, in whole or in
      part, by the Corporation at any time.  The redemption price
      shall be equal to the accrued and unpaid dividends and distributions
      thereon, whether or not declared, to the date of such redemption plus an
      amount equal to $100.00 per share.




(i)
            Rank.  The
      Series C Preferred Stock shall rank, with respect to the payment of
      dividends and the distribution of assets upon liquidation, dissolution or
      winding up of the Corporation, whether voluntary or involuntary, senior to
      all other series of the Corporation’s Preferred
  Stock.




(j)
            Amendment.  These
      Second Amended and Restated Articles of Incorporation shall not be amended
      in any manner which would materially alter or change the powers,
      preferences or special rights of the Series C Preferred Stock so as to
      affect them adversely without the affirmative vote of the holders of at
      least two-thirds of the outstanding shares of Series C Preferred Stock,
      voting together as a single class.




FIFTH. 
The Corporation shall have perpetual existence.




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SIXTH. 
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws
of the Corporation in any manner not inconsistent with the provisions of such
By-Laws.





SEVENTH. 
Elections of directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.





Meeting
of stockholders may be held within or without the State of Indiana as the
By-Laws may provide.  The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Indiana at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation;





EIGHTH. 
A director of the Corporation shall have no personal liability to the
Corporation or to its stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent that and in such circumstances as the
Indiana Business Corporation Law, as amended from time to time, expressly
provides that the liability of a director may not be eliminated or
limited.





NINTH. 
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles in the manner now or hereafter prescribed
by statute, and all rights conferred on stockholders herein are granted subject
to this reservation.





TENTH. 
The name and post office address of the incorporator of the Corporation
is:  Robert J. Milford, 8888 Keystone Crossing, Suite 1200,
Indianapolis, Indiana  46240.





The
amendments contained in these Second Amended and Restated Articles of
Incorporation were duly adopted by the Board of Directors on the 10th day of
December, 2008.











/s/ P. Andy Rayl


P. Andy
Rayl


Chief
Operating Officer






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