AMENDED AND RESTATED ARTICLES OF INCORPORATION
                            OF SYGNET WIRELESS, INC.


                                   ARTICLE ONE
                             Name of the Corporation

         The name of the Corporation shall be Sygnet Wireless, Inc.


                                   ARTICLE TWO
                                    Location

         The place in Ohio where the Corporation's principal office is located
is 6550 Seville Drive, Suite B, Canfield, Mahoning County, Ohio.


                                  ARTICLE THREE
                                     Purpose

         The purpose for which the Corporation is formed is to engage in any
kind of business, trade, or other activity for which a corporation, for profit,
may be lawfully organized under the corporation laws of the State of Ohio.


                                  ARTICLE FOUR
                           Structure of Capital Stock

         A. Classes and Number of Shares. The total number of shares of all
classes of stock which the Corporation shall have authority to issue is
85,000,000 shares. The classes and the aggregate number of shares of stock of
each type which the Corporation shall have authority to issue are as follows:

            60,000,000 shares of Class A Common Stock, par value one cent (1
            cent) (the "Class A Common Stock"); and

            10,000,000 shares of Class B Common Stock, par value one cent (1
            cent) (the "Class B Common Stock"); and

            10,000,000 shares of Voting Preferred Stock, par value one cent (1
            cent) (the "Voting Preferred Stock"); and

            5,000,000 shares of Nonvoting Preferred Stock, par value one cent (1
            cent) (the "Nonvoting Preferred Stock").
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         B. Powers and Rights of the Class A Common Stock and the Class B Common
Stock.

            1. Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to give
consent, the holders of the outstanding shares of Class A Common Stock and the
Holders of the outstanding shares of Class B Common Stock shall vote (together
with the holders of any outstanding shares of Preferred Stock entitled to vote
with the Class A Common Stock and the Class B Common Stock) without regard to
class, and every holder of the outstanding shares of Class A Common Stock shall
be entitled to cast thereon one (1) vote in person or by proxy for each share of
Class A Common Stock held in his name, and every holder of any outstanding
shares of Class B Common Stock shall be entitled to cast thereon ten (10) votes
in person or by proxy for each share of Class B Common Stock held in his name.

            In addition to any other votes as may be required by law, the Class
A Common Stock, voting separately as a class, will be required to approve (i)
the authorization of any new class of capital stock which is entitled to more
than one vote per share, (ii) any increase in the votes per share of Class B
Common Stock or the number of shares of Class A Common Stock into which the
shares of Class B Common Stock are convertible, or (iii) any proposed Amendment
to these Amended Articles of Incorporation that would adversely affect the
dividends on shares of Class A Common Stock or the voting rights of the Class A
Common Stock.

            2. Dividends and Distributions.

               a. Cash Dividends. Cash dividends shall be payable to holders of
Class A Common Stock and Class B Common Stock only as and when declared by the
Board of Directors. The Board of Directors shall not declare any cash dividends
on shares of either Class A or Class B Common Stock unless it also declares at
the same time (and payable on the same date as the payment date for such
dividends) a cash dividend on shares of the other Class of Common Stock in an
amount per share that is equal to the amount of such dividends.

               b. Other Dividends and Distributions. Each Share of Class A
Common Stock and each share of Class B Common Stock shall be equal in respect of
rights to dividends and distributions, when and as declared in the form of stock
or other property of the Corporation, except that in the case of dividends or
other distributions payable in stock of the Corporation, other than the
Preferred Stock, including distributions pursuant to stock split-ups or
divisions, which occur after the date shares of Class B Common Stock are first
issued by the Corporation, only shares of Class A Common Stock shall be
distributed with respect to the Class A Common Stock and only shares of Class B
Common Stock shall be distributed with respect to the Class B Common Stock.

            3. Other Rights. Except as otherwise required by the General
Corporation Law of the State of Ohio and as otherwise provided in these Amended
Articles of Incorporation, each share of Class A Common Stock and each share of
Class B Common Stock shall have identical powers, preferences and rights,
including rights in liquidation.

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            4. Issuance of the Class A Common Stock and the Class B Common
Stock.

               a. Initial Issuance. The Board of Directors may authorize by
resolution the manner in which shares of Class A Common Stock shall initially be
issued and may set such terms and conditions as it deems appropriate or
advisable with respect thereto, without any vote or other actions by the
stockholders, except as otherwise required by law and by these Amended Articles.
The initial issuance of Class B Common Stock was governed by the Agreement and
Plan of Recapitalization which established these Amended Articles.

               b. Subsequent Issuance. Following the initial issuance, the Board
of Directors of the Corporation may from time to time authorize by resolution
the issuance of any or all shares of Class A Common Stock herein authorized in
accordance with the terms and conditions set forth in this Amended Articles of
Incorporation for such purposes, in such amounts, to such persons, corporations
or entities, and for such consideration, all as the Board of Directors in its
discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. At any time shares of Class B
Common Stock are outstanding, the Board of Directors may issue shares of Class A
Common Stock in the form of a distribution or distributions pursuant to a stock
dividend on or split-up of the shares of Class A Common Stock only to the then
holders of the outstanding shares of Class A Common Stock and in conjunction
with and in the same ratio as a stock dividend on or split-up of the shares of
Class B Common Stock.

               Following initial issuance, the Board of Directors may issue
shares of Class B Common Stock only in the form of a distribution or
distributions pursuant to a stock dividend on or split-up of the shares of Class
B Common Stock and only to the then holders of the outstanding shares of Class B
Common Stock in conjunction with and in the same ratio as a stock dividend on or
split-up of the shares of Class A Common Stock.

            5. Conversion of the Class B Common Stock. Each share of Class B
Common Stock (1) may at any time be converted into one fully paid and
non-assessable share of Class A Common Stock at the election of the holder
thereof and (2) shall automatically be converted into one fully paid and
non-assessable share of Class A Common Stock upon its transfer to a person or
entity that is not one of the following persons or a descendant of one of the
following persons (or a trust for the benefit or partially for the benefit of
one or more of them): Warren P. Williamson, Jr.; Ray S. Tittle, Jr.; E.P. Boyle,
Y.T. Chiu; A.D. MacDonell, Jr.; John W. MacDonell; Alex Shashaty; Albert H.
Pharis, Jr.; Maureen P. Gibbs; Paul J. Thomas; or John Boydston. The conversion
of a share of Class B Common Stock into Class A Common Stock is irreversible and
irrevocable. Under no circumstances shall a share of Class A Common Stock ever
be converted into a share of Class B Common Stock.

            Any holder of shares of Class B Common Stock may elect to convert
any or all of such shares at one time or at various times in such holder's
discretion. Such right shall be exercised by the surrender of the certificate or
certificates representing each share of Class B Common Stock to be converted to
the agent for the registration of transfer of shares of Class B Common Stock
(the "Transfer Agent"), at its office, or to the Corporation, at its principal
executive offices, accompanied by a written notice of the election by the holder
thereof to convert and (if so required by the Transfer Agent or by the
Corporation) by instruments of transfer, in form satisfactory to the Transfer
Agent and to the Corporation, duly executed by such holder or his duly
authorized attorney. The issuance of a certificate or certificates for shares of

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Class A Common Stock upon conversion of shares of Class B Common Stock shall be
made without charge for any stamp or other similar tax in respect of such
issuance. However, if any such certificate or certificates is or are to be
issued in a name other than that of the holder of the share or shares of Class B
Common Stock converted, the person or persons requesting the issuance thereof
shall pay to the Transfer Agent or to the Corporation the amount of any tax
which may be payable in respect of any such transfer, or shall establish to the
satisfaction of the Transfer Agent or of the Corporation that such tax has been
paid. As promptly as practicable after the surrender for conversion of a
certificate or certificates representing shares of Class B Common Stock and the
payment of any tax as hereinbefore provided, the Corporation will deliver or
cause to be delivered at the office of the Transfer Agent to, or upon the
written order of, the holder of such certificate of certificates, a certificate
or certificates representing the number of shares of Class A Common Stock
issuable upon such conversion, issued in such name or names as such holder may
direct. Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of surrender of the certificate or
certificates representing shares of Class B Common Stock (if on such date as the
transfer books of the Corporation shall be closed, then immediately prior to the
close of business on the first date thereafter that said books shall be open),
and all rights of such holder arising from ownership of shares of Class B Common
Stock shall cease at such time, and the person or persons in whose name or names
the certificate or certificates representing shares of Class A Common Stock is
or are to be issued shall be treated for all purposes as having become the
record holder or holders of such shares of Class A Common Stock at such time and
shall have any may exercise all the rights and powers appertaining thereto.

            No adjustments in respect of past cash dividends shall be made upon
the conversion of any share of Class B Common Stock; provided, however, that if
any shares of Class B Common Stock shall be converted subsequent to the record
date for the payment of a cash or stock dividend or other distribution on shares
of Class A Common Stock and Class B Common Stock but prior to such payment, the
registered holder of such shares at the close of business on such record date
shall be entitled to receive the cash or stock dividend or other distribution
payable to holders of Class A Common Stock.

            If any shares of Class A Common Stock require registration with or
approval of any governmental authority under any federal or state law before
such shares of Class A Common Stock may be issued upon conversion, the
Corporation will cause such shares to be duly registered or approved, as the
case may be. The Corporation will endeavor to list shares of Class A Common
Stock required to be delivered upon conversion, prior to such delivery, upon any
national securities exchange or national market system on which the outstanding
shares of Class A Common Stock may be listed at the time of such delivery. All
shares of Class A Common Stock which may be issued upon conversion of shares of
Class B Common Stock will, upon issue, be fully paid and nonassessable.

         C. Preferred Stock. The Board of Directors is authorized, in its sole
discretion, subject only to limitations prescribed by law and the provisions of
this Article Four, to provide for the issuance of Voting Preferred Stock and
Nonvoting Preferred Stock, in series; to establish the number of shares to be
included in each such series; and to fix the designation, power, preferences,
rights, qualifications, limitations, and restrictions pertaining to the Voting
Preferred Stock and the Nonvoting Preferred Stock, or any series thereof.

         With respect to all matters upon which stockholders are entitled to
vote or to which stockholders are entitled to give consent, the holders of the
outstanding shares of Voting Preferred Stock shall vote (together with the
holders of any outstanding shares of Class A Common Stock and Class B Common
Stock) without regard to class, and every holder of the outstanding shares of

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Voting Preferred Stock shall be entitled to cast thereon one (1) vote in person
or by proxy for each share of Voting Preferred Stock held in his name. The
holders of any outstanding shares of Nonvoting Preferred Stock shall have no
voting rights whatsoever, except as may be required by law, in which case every
holder of Nonvoting Preferred Stock shall be entitled to cast thereon one (1)
vote in person or by proxy for each share of Nonvoting Preferred Stock held in
his name.

         The Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of the Preferred Stock
herein authorized in accordance with the terms and conditions set forth in these
Amended Articles of Incorporation for such purposes, in such amounts, to such
persons, corporations, or entities, for such consideration, and in one or more
series, all as the Board of Directors in its discretion may determine and
without any vote or other action by the stockholders, except as otherwise
required by law.

         D. Authority of Board of Directors Regarding Issuance of Securities.
The Board of Directors of the Corporation, subject to the limitations contained
in Paragraph B of this Article Four, and the limitations, if any, imposed by the
holders of Preferred Stock, shall have authority to authorize the issuance from
time to time without any vote or other action by the stockholders, of all or any
shares of the stock of the Corporation of any class now or hereafter authorized,
part paid receipts or allotment certificates in respect of any such shares and
any securities convertible into or exchangeable for any such shares (whether
such shares, receipts, certificates or securities be unissued, or issued and
thereafter acquired by the Corporation, unless in the case of acquired or
redeemed shares, the Corporation is required to retire the same), in each case
to such corporations, associations, partnerships, individuals or others, for
such consideration and on such terms as the Board of Directors from time to time
in its discretion lawfully may determine, without offering the same or any part
thereof to holders of any stock of the Corporation of any class now or hereafter
authorized. In the discretion of the Board of Directors any such shares,
receipts, certificates or securities which the Board of Directors shall have
authority to issue, may be offered from time to time to the holders of any class
or classes of stock (or of any one or more series thereof) to the exclusion of
the holders of any or all other classes of stock (or series thereof) at the time
outstanding.

         E. Rights or Options to Securities. The Corporation, subject to the
limitations contained in Paragraph B of this Article Four and the limitations,
if any, imposed by the holders of Preferred Stock, upon vote of the Board of
Directors, without any vote or consent of the stockholders of any class or
classes, from time to time may grant rights or options to subscribe for,
purchase or otherwise acquire any shares of stock of the Corporation of any
class now or hereafter authorized or any bonds or other obligation of the
Corporation. Such rights or options (a) may relate to such amounts of any class
or classes of such securities, may be exercisable within such periods, or
without limit as to time, at such price or prices and otherwise upon such terms
and conditions and may confer such rights and privileges; (b) may be granted for
such consideration and on such terms and conditions as to such corporations,
associations, partnerships, individuals, or others, or to the bearers or
registered holders of such warrants or other instruments evidencing such rights
or options (without offering the same or any part thereof to the holders of any
stock of the Corporation of any class now or hereafter authorized); and (c) may
be granted separately or in connection with the issuance of any bonds,
debentures, notes or other evidences of indebtedness or shares of stock of the
Corporation of any class now or hereafter authorized, or otherwise, all as the
Board of Directors may determine. In the discretion of the Board of Directors,
any such rights or options that the Board of Directors shall have the authority
to issue may be granted from time to time to the holders of any class or classes
of stock (or of any one or more series thereof) to the exclusion of the holders
of any or all other classes of stock (or series thereof) at the time

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outstanding. Nothing in this Paragraph E shall be deemed to authorize the
issuance of shares of capital stock of the Corporation of any class having a par
value for a consideration less than the par value thereof.

         F. Closing Transfer Books; Records Dates. Nothing contained in this
Article Four shall prejudice any power that the Board of Directors may otherwise
have to close the stock transfer books of the Corporation or prejudice any right
that the Corporation may otherwise have to fix in its Code of Regulations, or
provide in its Code of Regulations that the Board of Directors shall be
authorized to fix, record dates for the determination of stockholders entitled
to notice of, and to vote at, meetings of stockholders or any adjournment
thereof, are entitled to receive dividends, or to any allotment of rights, or to
exercise rights in respect of any change, conversion or exchange of capital
stock, or to give a consent for any purpose, and to provide that in such case
such stockholders and only such stockholders as shall be stockholders of record
on the date so fixed shall be entitled to such notice of and to vote at such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

         G. Descriptive Headings. The descriptive headings of the several
Paragraphs of this Article Four are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         H. Series A Senior Cumulative Nonvoting Preferred Stock. Of the
5,000,000 shares of Nonvoting Preferred Stock, par value $0.01 per share,
authorized pursuant to Paragraph A hereof, 500,000 shall be designated Series A
Senior Cumulative Nonvoting Preferred Stock, par value $0.01 per share, with the
rights, preferences, privileges and restrictions set forth in this Paragraph H.

            (1) Definitions. For purposes of this Paragraph H the following
definitions shall apply:

               "Adjusted Operating Cash Flow" shall mean as of the last day of
each fiscal quarter, the Company's Operating Cash Flow for such fiscal quarter,
minus actual marketing and selling expense for such fiscal quarter plus Average
Marketing Expense as of the last day of such fiscal quarter, all determined in
accordance with GAAP.

               "Annualized Adjusted Operating Cash Flow" shall mean as of the
last day of each fiscal quarter, the Company's Adjusted Operating Cash Flow for
the most recently completed two consecutive fiscal quarters, multiplied by two,
determined on a consolidated basis in accordance with GAAP. For purposes of
calculating Annualized Adjusted Operating Cash Flow during the first two
complete fiscal quarters immediately following the Issue Date, it shall be
assumed that the Company's acquisition of certain assets of Horizon Cellular
Telephone Company of Chautauqua, L.P. and affiliates occurred on January 1,
1996.

               "Applicable Rate" shall mean the annual rate at which dividends
shall accrue on the Cumulative Preferred Stock during the periods set forth in
Section 2(b).

               "Average Marketing Expense" shall mean, as of the last day of
each fiscal quarter, the Company's actual marketing and selling expense for the

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most recently completed four fiscal quarters, divided by four, determined on a
consolidated basis in accordance with GAAP.

               "Board" shall mean the Board of Directors of the Company.

               "Business Day" shall mean a day on which banks and foreign
exchange markets are open for the transaction of business in London and New
York, as relevant to the determination to be made or action to be taken.

               "Capitalized Lease Obligations" shall mean obligations under a
lease that are required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligations shall be the capitalized amount of such obligations, as determined
in accordance with GAAP.

               "Change of Control" shall mean any transaction or occurrence (or
series of transactions or occurrences) which results at any time in either (i)
the shareholders of the Company, as reflected in the records of the Company on
the Effective Date of the Credit Agreement, as the term Credit Agreement is used
in the definition of Permitted Indebtedness, owning in the aggregate, whether
directly or indirectly, less than the number of shares which entitles them to at
least 51% of the votes entitled to be cast in an election of the Company's Board
of Directors, on a fully diluted basis, or (ii) the Company owning in the
aggregate, whether directly or indirectly, less than the number of shares which
entitles it to at least 51% of the votes entitled to be cast in an election of
the Board of Directors of any Subsidiary of the Company, on a fully-diluted
basis. A Change of Control shall be deemed to occur as of the effective date of
the first event, action or transaction leading to one of the results described
above.

               "Common Stock" shall mean the Class A and Class B Common Stock of
the Company.

               "Company" shall mean this Corporation.

               "Cumulative Preferred Stock" shall mean the Series A Senior
Cumulative Nonvoting Preferred Stock of the Company.

               "Equity Security" shall mean any stock or similar security of the
Company or any security (whether stock or indebtedness) convertible or
exchangeable, with or without consideration, into or for any stock or similar
security, or any security (whether stock or indebtedness) carrying any warrant
or right to subscribe to or purchase any stock or similar security, or any such
warrant or right.

               "Event of Default" shall mean (i) a default in the payment of, or
the acceleration of, any Indebtedness of the Company in excess of Five Million
Dollars ($5,000,000), which default shall remain uncured for a period of more
than ninety days; (ii) a Change of Control; (iii) the failure to redeem the
Preferred Stock on the Payment Date for a Mandatory Redemption Event; and (iv) a
breach of any restrictions and limitations set forth in Section 7 hereof.

               "GAAP" shall mean, as in effect from time to time, generally
accepted accounting principles used in the United States, consistently applied.

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               "Indebtedness" of a person shall mean, without duplication: (a)
all liabilities and obligations, contingent or otherwise, of such person, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such person or only to a portion thereof), (ii) evidenced
by bonds, notes, debentures or similar instruments, (iii) representing the
balance deferred and unpaid of the purchase price of any property or services,
except (other than accounts payable or other obligations to trade creditors
which have remained unpaid for greater than 90 days past their original due date
or to financial institutions, which obligations are not being contested in good
faith and for which appropriate reserves have been established) those incurred
in the ordinary course of its business that would constitute ordinarily a trade
payable to trade creditors, (iv) evidenced by bankers' acceptances or similar
instruments issued or accepted by banks, (v) for the payment of money relating
to a Capitalized Lease Obligation, or (vi) evidenced by a letter of credit or a
reimbursement obligation of such person with respect to any letter of credit;
(b) all obligations of such person under Interest Swap and Hedging Obligations;
(c) all liabilities of others of the kind described in the preceding clauses (a)
or (b) that such person has guaranteed or that are otherwise its legal liability
or which are secured by any assets or property of such person (or in the case of
the Company, of any of its Subsidiaries) and all obligations to purchase, redeem
or acquire any capital stock of such person; (d) all preferred stock of such
person's subsidiaries; and (e) any and all deferrals, renewals, extensions,
refinancing and refundings (whether direct or indirect) of, or amendments,
modifications or supplements to, any liability of the kind described in any of
the preceding clauses (a), (b), (c) or (d) or this clause (e), whether or not
between or among the same parties; provided that the outstanding principal
amount at any date of any Indebtedness issued with original issue discount is
the face amount of such Indebtedness less the remaining unamortized portion of
the original issue discount of such Indebtedness at such date.

               "Interest Expense" shall mean amounts actually paid by the
Company or any of its Subsidiaries for interest on Indebtedness during the
period in question, determined on a consolidated basis in accordance with GAAP.

               "Interest Swap and Hedging Obligations" shall mean any
obligations of a person pursuant to any interest rate swaps, caps, collars and
similar arrangements providing protection against fluctuations in interest
rates. For purposes of this Paragraph H, the amount of such obligations shall be
the amount determined in respect thereof as of the end of the then most recently
ended fiscal quarter of such person, based on the assumption that such
obligation had terminated at the end of such fiscal quarter, and in making such
determination, if any agreement relating to such obligation provides for the
netting of amounts payable by and to such person thereunder or any such
agreement provides for the simultaneous payment of amounts by and to such
person, then, in each such case, the amount of such obligations shall be the net
amount so determined, plus any premium due upon default by such person.

               "Issue Date" shall mean the date of the original issuance of
shares of the Cumulative Preferred Stock.

               "Junior Stock" shall mean the Common Stock and all other shares
of capital stock of the Company, whether presently outstanding or hereafter
issued, other than the Cumulative Preferred Stock.

               "Lien" shall mean any mortgage, lien, pledge, charge, security
interest, or other encumbrance of any kind, whether or not filed, recorded or
otherwise perfected under applicable law (including, any conditional sale or

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other title retention agreement and any lease deemed to constitute a security
interest and any option or other agreement to give any security interest).

               "Mandatory Redemption Date" shall have the meaning ascribed
thereto in Section 4(c) hereof.

               "Net Income" shall mean the Company's net income, after deducting
all operating expenses, provisions for all taxes and all other proper
deductions, all determined on a consolidated basis for the period in question in
accordance with GAAP.

               "Operating Cash Flow" shall mean as of the last day of each
fiscal quarter, the sum of the Company's Net Income, depreciation, amortization,
other non-cash charges to Net Income and Interest Expense minus non-cash credits
to the Company's Net Income, all determined for such fiscal quarter on a
consolidated basis in accordance with GAAP.

               "Optional Redemption Date" shall have the meaning ascribed
thereto in Section 4(b) hereof.

               "Payment Date" shall have the meaning ascribed thereto in Section
4(d) hereof.

               "Permitted Indebtedness" shall mean (i) the Credit Agreement
dated on or about October 9, 1996 among Sygnet Communications, Inc., the
Company's wholly owned Subsidiary, as the borrower, the financial institutions
which are parties thereto as lenders, PNC Bank, National Association and Toronto
Dominion (Texas), Inc. as managing agents and syndication agents, Toronto
Dominion (Texas), Inc. as the administrative agent, and PNC Bank, National
Association as the documentation agent and the collateral agent, together with
all extensions, renewals, amendments, substitutions and replacements thereto
(the "Credit Agreement"); (ii) the $110,000,000 principal amount of 11.5% Senior
Notes due 2006 of the Company together with all extensions, renewals,
amendments, substitutions and replacements thereto and (iii) such other
Indebtedness as shall be permitted to be incurred by Sygnet Communications, Inc.
and its affiliates pursuant to the Credit Agreement.

               "Put" shall have the meaning ascribed thereto in Section 5(a)
hereof.

               "Put Payment Date" shall have the meaning ascribed thereto in
Section 5(b) hereof.

               "Redemption Price" shall have the meaning ascribed thereto in
Section 4(e) hereof.

               "Subsidiary" shall mean any corporation of which fifty (50%)
percent or more of the Voting Stock, or any partnership of which 50% or more of
outstanding partnership interests, is at any time owned by the Company, or by
one or more Subsidiaries of the Company, or by the Company and one or more
Subsidiaries of the Company.

               "Total Indebtedness" shall mean the outstanding principal amount
of all the Company's Indebtedness.

               "Total Leverage Test" shall mean the ratio, as set forth in
Section 8 hereof, of (i) Total Indebtedness to (ii) Annualized Adjusted
Operating Cash Flow.

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               "Voting Stock" shall mean any shares having general voting power
in electing the board of directors of any person (irrespective of whether or not
at the time stock of any other class or classes has or might have voting power
by reason or the happening of any contingency).

            2. Dividends.

               a. Right to Dividends. Dividends on each share of Cumulative
Preferred Stock shall accumulate and accrue from the Issue Date and shall accrue
from day to day thereafter, whether or not earned or declared, at the Applicable
Rate on the stated amount of $100 per share, as set forth below, until paid.
Dividends accruing pursuant to this Section 2(a) shall be payable quarterly in
arrears and shall be payable by the delivery of additional shares of Cumulative
Preferred Stock with a liquidation value equal to the amount of the dividend.
Such dividends shall be cumulative so that, if all accrued dividends shall not
have been paid, such accrued and unpaid dividends shall first be fully paid
before any dividend or other distribution shall be paid or declared and set
apart for any Junior Stock.

               b. Applicable Rate. The dividend rate on shares of Cumulative
Preferred Stock shall increase from time to time and shall be equal to the
Applicable Rate as set forth below. The Applicable Rate for each period during
which the Cumulative Preferred Stock is outstanding shall be as follows:

                  (i) for the period commencing on the Issue Date and ending on
         the first anniversary of the Issue Date, the Applicable Rate shall be
         15% per annum;

                  (ii) for the period commencing on the day after the first
         anniversary of the Issue Date and ending on the second anniversary of
         the Issue Date, the Applicable Rate shall be 17% per annum;

                  (iii) for the period commencing on the day after the second
         anniversary of the Issue Date and ending on the third anniversary of
         the Issue Date, the Applicable Rate shall be 19% per annum;

                  (iv) commencing on the day after the third anniversary of the
         Issue Date and thereafter, the Applicable Rate shall be 21% per annum;
         and

                  (v) notwithstanding and in addition to the foregoing, if an
         Event of Default occurs or the Company fails to meet the Total Leverage
         Test, then until such time as all shares of Cumulative Preferred Stock
         shall be redeemed, the Applicable Rate shall be the sum of the
         otherwise Applicable Rate plus 5% per annum.

               c. Priority. Until such time as all current and accrued dividends
on the Cumulative Preferred Stock for all periods from and after the Issue Date
and the then current period shall have been paid (i) no dividend whatsoever
(other than a dividend payable solely in Common Stock) shall be paid or
declared, and no distribution shall be made, on any Junior Stock, and (ii) no
shares of Junior Stock shall be purchased, redeemed or acquired by the Company
and no monies shall be paid into or set aside or made available for a sinking
fund for the purchase, redemption or acquisition thereof. So long as any shares
of Cumulative Preferred Stock are outstanding, the Company shall not authorize

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or issue, or obligate itself to issue, any other Equity Security senior to or on
a parity with the Cumulative Preferred Stock as to dividend or redemption
rights, liquidation preferences or otherwise.

               3. Liquidation Rights of Cumulative Preferred Stock.

                  a. Preference. In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of the
then-outstanding shares of Cumulative Preferred Stock shall be entitled to be
paid out of the assets of the Company available for distribution to its
shareholders, whether such assets are capital, surplus or earnings, before any
payment or declaration and setting apart for payment of any amount shall be made
in respect of the Junior Stock, an amount equal to $100 per share plus an amount
equal to the liquidation preference of all accrued and unpaid dividends thereon,
whether or not earned or declared, to and including the date full payment shall
be tendered to the holders of the then-outstanding shares of Cumulative
Preferred Stock with respect to such liquidation, dissolution or winding up, and
no more. If upon any liquidation, dissolution, or winding up of the Company,
whether voluntary or involuntary, the assets to be distributed to the holders of
the then-outstanding shares of Cumulative Preferred Stock shall be insufficient
to permit the payment to such shareholders of the full preferential amounts to
which they are entitled, then all of the assets of the Company shall be
distributed ratably to the holders of the then-outstanding shares of Cumulative
Preferred Stock on the basis of the number of shares of Cumulative Preferred
Stock held by each such shareholder as compared to the aggregate number of
then-outstanding shares of Cumulative Preferred Stock.

                  b. Remaining Assets. After the payment or distribution to the
holders of the then-outstanding shares of Cumulative Preferred Stock of the full
preferential amounts to which they are entitled, the holders of the
then-outstanding shares of Junior Stock shall be entitled to receive ratably all
assets of the Company which remain available for distribution.

               4. Redemption.

                  a. Restriction on Redemption and Purchase. Except as expressly
provided in this Section 4, the Company shall not have the right to purchase,
call, redeem or otherwise acquire for value any or all of the Cumulative
Preferred Stock.

                  b. Optional Redemption. At any time the Company may, at its
option, redeem the Cumulative Preferred Stock, in whole or in part, at the
Redemption Price hereinafter specified; provided, that the Company shall redeem
shares of Cumulative Preferred Stock having an aggregate liquidation preference
of at least One Million Dollars ($1,000,000) upon each Optional Redemption Date.
The date on which any Cumulative Preferred Stock is to be redeemed pursuant to
this Section 4(b) being referred to herein as an "Optional Redemption Date."

                  c. Mandatory Redemption. The Company shall redeem all
outstanding shares of Cumulative Preferred Stock at the Redemption Price
hereinafter specified upon the first to occur of the following events, the
occurrence date thereof being referred to herein as the "Mandatory Redemption
Date":

                     (i) the tenth anniversary of the Issue Date;

                                                                              11
<PAGE>

                     (ii) upon the occurrence of a Change of Control;

                     (iii) upon the completion of an initial public offering or
         private issuance of Equity Securities by the Company (other than an
         issuance of Equity Securities of the Company to employees or directors
         of the Company as compensation or management incentives) to the extent
         of the proceeds of such initial public offering or private issuance; or

                     (iv) upon the exercise of the Put by holders of 51% or more
         of the then-outstanding shares of Cumulative Preferred Stock.

                  d. Redemption Notice. The Company shall, not less than three
(3) Business Days prior to an Optional Redemption Date, give written notice to
each holder of record of shares of Cumulative Preferred Stock that the Company
has determined to exercise its optional redemption rights hereunder. This notice
shall state the number of then-outstanding shares of Cumulative Preferred Stock
to be redeemed, the Optional Redemption Date and Redemption Price, including the
amount of dividends included in such price and the calculation thereof, the
Payment Date and the time, place and manner in which the holder is to surrender
to the Company the certificate or certificates representing the shares of
Cumulative Preferred Stock to be redeemed. Upon the occurrence of one of the
events described in Section 4(c) above, the Company shall provide prompt, but in
no event more than two Business Days after the Mandatory Redemption Date, notice
to the holders of the Cumulative Preferred Stock of the occurrence of such event
and of the Mandatory Redemption Date. Such notice shall state the Redemption
Price, including the amount of dividends included in such price and the
calculation thereof, and the Payment Date, place and manner in which the holders
are to surrender to the Company the certificates representing shares of
Cumulative Preferred Stock to be redeemed. "Payment Date" shall mean the date
set by the Company with respect to an optional redemption or on or prior to the
fifth Business Day after the Mandatory Redemption Date (unless triggered by the
exercise of the Put the Payment Date for which shall be established in
accordance with Section 5 hereof), as the case may be, designated by the Company
for payment of the Redemption Price.

                  e. Redemption Price. In all events, the Redemption Price of
the Cumulative Preferred Stock (the "Redemption Price") shall be an amount per
share equal to $100 plus the liquidation preference of all accrued and unpaid
dividends thereon, whether or not declared, to and including the Payment Date.

                  f. Payment of Redemption Price and Surrender of Stock. On the
Payment Date, the Redemption Price of the Cumulative Preferred Stock shall be
paid to the holders of the Cumulative Preferred Stock. On or before the Payment
Date, each holder of shares of Cumulative Preferred Stock to be redeemed shall
surrender the certificate or certificates representing such shares to the
Company, duly endorsed, together with such other instruments as the Company may
reasonably require to insure that such shares of Cumulative Preferred Stock are
duly and validly transferred to the Company, free of all Liens, and on the
Payment Date the Redemption Price for such shares shall be payable to the order
of the person whose name appears on such certificate or certificates as the
owner thereof, and each surrendered certificate shall be cancelled and retired.
Upon an optional redemption of less than all of the then-outstanding shares of
Cumulative Preferred Stock, upon the surrender to the Company of a certificate
or certificates representing shares of Cumulative Preferred Stock to be redeemed
and payment by the Company of the Redemption Price, the Company shall issue to

                                                                              12
<PAGE>

the holder thereof a certificate representing any shares of Cumulative Preferred
Stock not redeemed but represented by the certificate or certificates
surrendered.

                  g. Insufficient Funds. If the funds of the Company legally
available for redemption of Cumulative Preferred Stock on the Payment Date with
respect to a Mandatory Redemption Date are insufficient to redeem all of the
Cumulative Preferred Stock pursuant to Section 4(c) on such date, those funds
that are so available will be used to redeem the maximum possible number of
shares of the Cumulative Preferred Stock ratably among the holders thereof on
the basis of the number of shares of Cumulative Preferred Stock held by each
such shareholder. At the earliest time thereafter as additional funds of the
Company are legally available for redemption of Cumulative Preferred Stock in
the manner provided above, such funds will be immediately used to redeem the
balance of the Cumulative Preferred Stock.

                  h. Deposit of Funds. Prior to a Payment Date, the Company
shall deposit with any bank or trust company in the United States, rated by its
principal regulator as adequately or well capitalized, as defined by bank
regulatory authorities, or, if no such standard is applicable, having public
debt outstanding with a rating of at least AA, a sum equal to the aggregate
Redemption Price, with irrevocable instructions and authority to the bank or
trust company to pay, on or after the Payment Date, the Redemption Price to the
respective holders of then-outstanding shares of Cumulative Preferred Stock upon
the surrender of their share certificates. The deposit of the aggregate
Redemption Price shall constitute full payment of the shares to their holders;
provided, that, prior to such deposit, the holders thereof shall continue to be
considered shareholders with respect to such shares and shall have all rights
with respect thereto. Any monies so deposited and unclaimed at the end of six
months from the Payment Date shall be released or repaid to the Company, after
which the holders of shares of Cumulative Preferred Stock called for redemption
shall be entitled to receive payment of the Redemption Price only from the
Company.

                  5. Put Right.

                     a. At any time on or after the fourth anniversary of the
Issue Date, each then holder of shares of Cumulative Preferred Stock shall have
the right, but not the obligation, to cause the Company to repurchase all
then-outstanding shares of Cumulative Preferred Stock (the "Put"). Due exercise
of the Put by holders of 51% or more of the then-outstanding shares of
Cumulative Preferred Stock shall be deemed a Mandatory Redemption Event pursuant
to Section 4 hereof and the Company shall purchase all then-outstanding shares
of Cumulative Preferred Stock for the Redemption Price. A holder may exercise
the Put by providing written notice of such holder's desire to exercise the Put
to the Company. If a holder exercises the Put, the Company shall provide notice
of such exercise to all other holders of record of shares of Cumulative
Preferred Stock stating that the Put has been exercised and giving all other
holders the right to participate therein. Upon exercise of the Put by holders of
at least 51% of the then-outstanding Cumulative Preferred Stock, the Company
shall provide notice to all holders of record of shares of Cumulative Preferred
Stock that such exercise constitutes a Mandatory Redemption Event in accordance
with the procedures set forth in Section 4(d) hereof.

                     b. Within ninety (90) days after the Company receives the
notice of exercise of a Put right (the "Put Payment Date"), and upon surrender
of each holder's shares of Cumulative Preferred Stock, the Company shall pay to
each surrendering holder an amount in cash or other immediately available funds
equal to the Redemption Price multiplied by the number of shares of
Cumulative Preferred Stock that have been surrendered by such holder.

                                                                              13
<PAGE>

                  6. Right to Select Directors. Except as is provided herein or
otherwise required by law, the voting power of the Company shall be vested in
the holders of the shares of Class A and Class B Common Stock and such other
series of Voting Preferred Stock as are from time to time designated and the
holders of the shares of Cumulative Preferred Stock shall have no voting power,
but shall have the right to attend and participate in every meeting of
shareholders of the Company and shall be entitled to advance written notice of
every meeting of shareholders of the Company. At any time after the first
anniversary of the Issue Date each holder of shares of Cumulative Preferred
Stock shall have advance written notice of, and have the right to attend, all
meetings of the Board of Directors of the Company. At any time after the third
anniversary of the Issue Date, the holders of Cumulative Preferred Stock shall
have the right to designate directors constituting 15% of the total number of
then- members of the Board of Directors of the Company (rounded up to the
nearest whole number of directors). The Company shall take such action as is
necessary to increase the number of directors of the Company or to otherwise
create vacancies on the Board to be filled by the holders of Cumulative
Preferred Stock pursuant to this Section 6. Such directors shall be designated
by the affirmative vote of holders of a majority of the then-outstanding
Cumulative Preferred Stock. Any directors so designated by the holders of
Cumulative Preferred Stock may be removed or replaced only by a vote of the
holders of then-outstanding shares of Cumulative Preferred Stock; provided that
such directors may be removed for cause as otherwise provided by these Articles
of Incorporation or applicable law.

                  7. Restrictions and Limitations. So long as any shares of
Cumulative Preferred Stock remain outstanding, the Company shall not, directly
or indirectly, without the written consent of all the holders of the
then-outstanding shares of Cumulative Preferred Stock:

                     a. Until the Cumulative Preferred Stock is redeemed in full
pursuant to Section 4 hereof or the holders thereof receive payment upon
liquidation, dissolution or winding up of the Company pursuant to Section 3
hereof, purchase, redeem or otherwise acquire for value (or pay into or set
aside as a sinking fund for such purpose) any Junior Stock or any warrant,
option or right to purchase any Junior Stock; provided, that, such restriction
shall not apply to the purchase of Junior Stock or any warrant, option or right
to purchase Junior Stock from an employee or director of the Company upon
termination of his or her employment or service in accordance with the terms of
any employment agreement or employee benefit or incentive plan maintained by the
Company;

                     b. Until the Cumulative Preferred Stock is redeemed in full
pursuant to Section 4 hereof or the holders thereof receive payment upon the
liquidation, dissolution or winding up of the Company pursuant to Section 3
hereof, declare or pay any dividends on or declare or make any other
distribution, direct or indirect, (other than a dividend payable solely in
shares of Common Stock) on account of the Junior Stock or set apart any sum for
any such purpose;

                     c. Amend its Amended and Restated Articles of Incorporation
or amend or repeal its bylaws in any manner that would significantly and
adversely affect the rights or preferences of the Cumulative Preferred Stock;

                     d. Take any action which would result in taxation of the
holders of the Cumulative Preferred Stock under Section 305 of the Internal
Revenue Code of 1986, as amended (the "Code") (or any comparable provision of
the Code as hereafter from time to time amended);

                                                                              14
<PAGE>

                     e. Dissolve the Company; or

                     f. Enter into any Indebtedness, or permit any of its
Subsidiaries to enter into any Indebtedness, other than Permitted Indebtedness.

                  8. Total Leverage Test. As of the end of any calendar quarter,
the Company shall not permit the application of the Total Leverage Test to
exceed 12:1.

                  9. No Reissuance of Cumulative Preferred Stock. So long as any
shares of Cumulative Preferred Stock remain outstanding, no share of Cumulative
Preferred Stock acquired by the Company by reason of redemption, purchase, or
otherwise shall be reissued, and all such shares shall be cancelled, retired and
eliminated from the shares which the Company shall be authorized to issue.


                                  ARTICLE FIVE
                                Preemptive Rights

         No holder of shares of any type of capital stock of the Corporation
shall have any preemptive right to subscribe for or to purchase any shares of
the Corporation of any type, whether those shares of that type be now or later
authorized.


                                   ARTICLE SIX
                                Cumulative Voting

         No holder of shares of any type of capital stock of the Corporation
shall have any cumulative voting rights whatsoever.


                                  ARTICLE SEVEN
                       Working Capital and Treasury Stock

         The Board of Directors is hereby authorized to fix and determine and to
vary the amount of working capital of the Corporation, to determine whether any
and, if any, what part of its surplus, however created or arising, shall be used
or disposed of or declared in dividends or paid to shareholders; and, without
any action by the shareholders, to use and supply such surplus, or any part
thereof, at any time or from time to time in the purchase or acquisition of
shares of any type or class, voting trust certificates for shares, bonds,
debentures, notes, script, warrants, obligations, evidences of indebtedness of
the Corporation, or other securities of the Corporation, to such extent or
amount and in such manner and upon such terms as the Board of Directors shall
deem expedient.

                                                                              15
<PAGE>
                                  ARTICLE EIGHT
                                 Stated Capital

         Each authorized and outstanding share of Class A Common Stock and Class
B Common Stock shall have a stated value of one cent (14) per share and each
authorized and outstanding share of Voting Preferred Stock and Nonvoting
Preferred Stock shall have a stated value of one cent (14) per share, resulting
in a current stated value of $61,706.25.


                                  ARTICLE NINE
                    Classification of the Board of Directors

         The business and affairs of the Corporation shall be managed and
controlled by a Board of Directors consisting of not less than nine (9) nor more
than fifteen (15) persons. The exact number of directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by the Board of Directors pursuant to a resolution adopted by a majority
of the entire Board of Directors. At the 1997 annual meeting of stockholders,
the directors shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at the 1998
annual meeting of stockholders, the term of office of the second class to expire
at the 1999 annual meeting of stockholder, and the term of office of the third
class to expire at the 2000 annual meeting of stockholders. At each annual
meeting of stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding annual meeting of
shareholders after their election.


                                   ARTICLE TEN
                              Removal of Directors

         Any director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and only by the affirmative vote of the
holders of at least sixty six and two-thirds percent (66-2/3%) of the voting
power of all shares of the Corporation entitled to vote for the election of
directors; each share of Class A Common Stock being entitled to one vote per
share, each share of Class B Common Stock being entitled to ten votes per share,
and each share of Voting Preferred Stock being entitled to one vote per share.


                                 ARTICLE ELEVEN
                       Vacancies in the Board of Directors

         The newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the directors then
in office, and directors so chosen shall hold office for a term expiring at the
annual meeting of shareholders at which the term of the class to which they have
been elected expires. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of an incumbent director.

                                                                              16
<PAGE>
                                 ARTICLE TWELVE
                      Indemnification of Directors, et al.

         (1) The Corporation shall indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
Corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a pleas of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         (2) The Corporation shall indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action or suit, by or in the right of the Corporation to
procure a judgment in its favor (also known as shareholder derivative actions),
by reason of the fact that he is or was a director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any of
the following:

            (a) Any claim, issue, or matter as to which such person is adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Corporation unless, and only to the extent that, the court of common pleas or
the court in which such action or suit is brought determines, upon application,
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper;

            (b) Any action or suit in which the only liability asserted against
a director is pursuant to Section 1701.95 of the Ohio Revised Code, relating to
unlawful loans, dividends or distributions.

         (3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in division (1) of (2) of this
section, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with this action, suit, or proceeding.

                                                                              17
<PAGE>

         (4) Any indemnification under division (1) or (2) of this section,
unless ordered by a court, shall be made by the Corporation only as authorized
in the specific case, upon a determination that indemnification of the director,
trustee, officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
division (1) or (2) of this section. Such determination shall be made as
follows:

            (a) By a majority vote of the quorum consisting of directors of the
Corporation who were not and are not parties to or threatened with the action,
suit, or proceeding referred to in division (1) or (2) of this section;

            (b) If the quorum described in division (4)(a) of this section is
not obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the Corporation or any person to be
indemnified within the past five years;

            (c) By the shareholders;

            (d) By the court of common pleas or the court in which the action,
suit, or proceeding referred to in division (1) or (2) of this section was
brought.

         Any determination made by the disinterested directors under division
(4)(a) or by independent legal counsel under division (4)(b) of this section
shall be promptly communicated to the person who threatened or brought the
action or suit by or in the right of the Corporation under division (2) of this
section, and, within ten days after receipt of such notification, such person
shall have the right to petition the court of common pleas or the court in which
such action or suit was brought to review the reasonableness of such
determination.

         (5)(a) Unless at the time of the director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (1) or (2) of
this section, the only liability asserted against a director in an action, suit,
or proceeding referred to in division (1) or (2) of this section is pursuant to
Section 1701.95 of the Ohio Revised Code (which relates to unlawful loans,
dividends or distributions), expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by the
Corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding, upon receipt of an undertaking by or on behalf of
the director in which he agrees to do both of the following:

               (i) Repay such amount if it is proved by clear and convincing
         evidence in a court of competent jurisdiction that his action or
         failure to act involved an act or omission undertaken with deliberate
         intent to cause injury to the Corporation or undertaken with reckless
         disregard for the best interests of the Corporation;

               (ii) Reasonably cooperate with the Corporation concerning the
         action, suit, or proceeding.

            (b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any action,
suit, or proceeding referred to in division (1) or (2) of this section, 

                                                                              18
<PAGE>

shall be paid by the Corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized by the directors
in the specific case, upon receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be indemnified
by the Corporation.


                                ARTICLE THIRTEEN
                      Special Meetings of the Shareholders

         Special meetings of stockholders of the Corporation may be called only
by the Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors, upon not less than seven (7) nor more than sixty (60)
days written notice.


                                ARTICLE FOURTEEN
                               Stockholder Action

         Action shall be taken by the stockholders of the Corporation only at
annual or special meetings of stockholders. Stockholders may not act by written
consent.


                                 ARTICLE FIFTEEN
                            Amendment and Termination

         These Articles may be amended only by the affirmative vote of a
majority of the total votes of Class A and Class B shares combined (together
with the holders of any outstanding shares of Preferred Stock entitled to vote
with the Class A Common Stock and the Class B Common Stock); each Class A share
being entitled to one vote per share, each Class B share being entitled to ten
votes per share, and each Voting Preferred share being entitled to one vote per
share.


                                 ARTICLE SIXTEEN
                            Supersede Prior Articles

         These Articles take the place of and supersede the existing Articles of
Incorporation as heretofore amended.

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