DESIGNATION
                                       OF
                      SERIES H CONVERTIBLE PREFERRED STOCK
                                       OF
                             ATSI MERGER CORPORATION
                               (The "Corporation")

1.   Designation  and  Amount.  Of  the  Fifty  Million  (50,000,000) authorized
     ------------------------
shares  of  Preferred  Stock  (the  "Preferred Stock") of the Corporation, there
shall  be  a  class  of  Series H Convertible Preferred Stock of the Corporation
designated  as  "Series H Convertible Preferred Stock," and the number of shares
constituting  such  series  shall be Sixteen Million (16,000,000). Such class is
referred  to  herein  as  the  "Series  H  Convertible  Preferred  Stock."

2.   Stated  Capital.  The  amount  to  be  represented in stated capital at all
     ---------------
times for each share of the Series H Convertible Preferred Stock shall be $.001.

3.   Rank.  All shares of Series H Convertible Preferred Stock rank prior to all
     ----
of  the  Corporation's  Common  Stock,  par  value  $.001 per share (the "Common
Stock"),  and  Preferred  Stock,  par  value  $.001  per share, now or hereafter
issued,  both  as to payment of dividends and as to distributions of assets upon
liquidation,  dissolution or winding up of the Corporation, whether voluntary or
involuntary.  All  shares  of Series H Convertible Preferred Stock shall rank as
junior  to  any  series  of  Preferred  Stock having a designation with a letter
occurring  before  the  letter  H.

4.   Dividends.  The  Series  H Convertible Preferred Stock shall be entitled to
     ---------
receive  dividends  and  distributions on parity with the Common Stock as though
the  Series  H Convertible Preferred Stock had been converted to Common Stock at
the highest conversion rate on the day before the record date for such dividends
and  distributions.

5.   Liquidation  Preference.  In  the  event  of  a liquidation, dissolution or
     -----------------------
winding  up of the Corporation, whether voluntary or involuntary, the holders of
Series  H  Convertible  Preferred  Stock shall be entitled to receive out of the
assets  of the Corporation, whether such assets are stated capital or surplus of
any nature, an amount equal to $.10 per share (the "Liquidation Amount"), and no
more,  before any payment shall he made or any assets distributed to the holders
of  Common Stock or any other class or series of the Corporation's capital stock
ranking  junior  as  to liquidation rights to the Series H Convertible Preferred
Stock.  If  the  assets  of  the  Corporation available for distribution are not
sufficient to pay to the holders of the Series H Convertible Preferred Stock and
all  other  series  of  stock  ranking on a parity with the Series H Convertible
Preferred  Stock  the Liquidation amount, the assets of the Corporation shall be
distributed  ratably  among  the  holders  of the Series H Convertible Preferred
Stock  and  such  series  ranking  on  a  parity  with  the Series H Convertible
Preferred  Stock.  Neither  a  consolidation  or  merger of the Corporation with
another  corporation  nor a sale or transfer of all or part of the Corporation's
assets  for cash, securities or other property will be considered a liquidation,
dissolution  or  winding  up  of  the  Corporation.

6.   Optional  Redemptions  for  Common  Stock.
     -----------------------------------------


Series H Convertible Preferred Stock                                      Page 1
<PAGE>
(a)  Each  issued  and outstanding share of Series H Convertible Preferred Stock
is  redeemable  for one (1) fully paid and non-assessable shares of Common Stock
at  the  option  of  the  Corporation  at  any  time.

(b)  The  Corporation  shall  mail to each record holder of Series H Convertible
Preferred  Stock  a  notice  of redemption (the "Redemption Notice") which shall
state  the  date  upon  which  the  Series H Convertible Preferred Stock will be
redeemed,  the  number  of shares of Common Stock to be issued for each share of
Series  H  Convertible  Preferred  Stock,  and  the place or places at which the
Series H Convertible Preferred Stock must be presented for redemption.  From and
after  the  redemption  date  specified  in  the Redemption notice all shares of
Series  H  Convertible  Preferred Stock shall be deemed to be converted into the
number  of fully paid and non-assessable shares of Common Stock specified in the
Redemption  Notice  and  any  certificate  representing  shares  of  Series  H
Convertible Preferred Stock shall be deemed to represent the number of shares of
Common  Stock  issuable  upon  redemption  of the Series H Convertible Preferred
Stock  represented  thereby.

(c)  Any Redemption Notice by the Corporation which is mailed as herein provided
shall be conclusively presumed to have been duly given whether or not the holder
of  Series  H  Convertible  Preferred Stock receives such Redemption Notice; and
failure to give such Redemption Notice by mail, or any defect in such Redemption
Notice  shall  not  affect the validity of the proceedings for the redemption of
any  other  shares  of  Series  H  Convertible  Preferred  Stock.

7.   Conversion  Privilege.
     ---------------------

(a)  Right  of  Conversion.  Each  issued  and  outstanding  share  of  Series H
     ---------------------
Convertible  Preferred  Stock  shall  be convertible at the option of the holder
thereof,  as hereinafter adjusted, into:  (i) one and one-fifth (1.2) fully paid
and non-assessable shares of Common Stock by the holder thereof after such share
has  been  owned of record by such holder for a period of one (1) year; and (ii)
one  and  one-half (1.5) fully paid and non-assessable shares of Common Stock by
the  holder thereof after such share has been owned of record by such holder for
a  period  of  two  (2)  years.

(b)  Conversion  Procedure.  Any  holder  of  shares  of  Series  H  Convertible
     ---------------------
Preferred  Stock  desiring  to  convert  such  shares  into  Common  Stock shall
surrender  the  certificate  or  certificates  for  such  shares  of  Series  H
Convertible Preferred Stock at the office of the transfer agent for the Series H
Convertible  Preferred  Stock,  which  certificate  or  certificates,  if  the
Corporation  shall  so  require, shall be duly endorsed to the Corporation or in
blank, or accompanied by proper instruments of transfer to the Corporation or in
blank,  accompanied  by  irrevocable  written notice to the Corporation that the
holder  elects so to convert such shares of Series H Convertible Preferred Stock
and  specifying  the  name  or  names  (with  address) in which a certificate or
certificates  for  Common  Stock  are  to  be  issued.

The  Corporation will, as soon as practicable after such deposit of certificates
for  Series H Convertible Preferred Stock accompanied by the written notice and,
compliance  with any other conditions herein contained, deliver at the office of
the  transfer  agent  to  the  person  for whose account such shares of Series H
Convertible  Preferred  Stock  were  so  surrendered,  or  to  his


Series H Convertible Preferred Stock                                      Page 2
<PAGE>
nominee  or nominees, certificates for the number of full shares of Common Stock
to  which  he shall be entitled as aforesaid, together with a cash adjustment of
any  fraction  of  a  share  as  hereinafter provided.  Subject to the following
provisions  of this paragraph, such conversion shall be deemed to have been made
as of the date of such surrender of the shares of Series H Convertible Preferred
Stock  to be converted, and the person or persons entitled to receive the Common
Stock  deliverable  upon conversion of such Series H Convertible Preferred Stock
shall be treated for all purposes as the record holder or holders of such Common
Stock  on  such  date;  provided,  however,  that  the  Corporation shall not be
required to convert any shares of Series H Convertible Preferred Stock while the
stock  transfer  books  of  the  Corporation are closed for any purpose, but the
surrender  of  Series  H  Convertible  Preferred Stock for conversion during any
period  while  such  books  are  so closed shall become effective for conversion
immediately  upon  the reopening of such books as if the surrender had been made
on  the  date  of  such reopening, and the conversion shall be at the conversion
rate  in  effect  on  such  date.

(c)  Adjustment  of  Conversion  Rate.  The number of shares of Common Stock and
     --------------------------------
number  or  amount  of any other securities and property as hereinafter provided
into  which  a share of Series H Convertible Preferred Stock is convertible (the
"Conversion  Rate") shall be subject to adjustment from time to time as follows:

(i)  In  case the Corporation shall (1) pay a dividend or make a distribution on
its  Common  Stock  that  is  paid  or  made (A) in other shares of stock of the
Corporation  or  (B)  in  rights  to  purchase stock or other securities if such
rights  are  not separable from the Common Stock except upon the occurrence of a
contingency,  or  (2)  subdivide  its  outstanding shares of Common Stock into a
greater  number  of shares or (3) combine its outstanding shares of Common Stock
into  a  smaller  number of shares, then in any such case the conversion rate in
effect  immediately  prior  thereto  shall be adjusted retroactively as provided
below  so  that the holder of any shares of Series H Convertible Preferred Stock
thereafter surrendered for conversion shall be entitled to receive the number of
shares  of  Common  Stock  of  the  Corporation  and  other shares and rights to
purchase  stock  or  other securities (or, in the event of the redemption of any
such  shares or rights, any cash, property or securities paid in respect of such
redemption)  which such holder would have owned or have been entitled to receive
after  the  happening  of  any  of the events described above had such shares of
Series  H  Convertible  Preferred  Stock been converted immediately prior to the
happening  of  such event.  An adjustment made pursuant to this subparagraph (i)
shall  become  effective  immediately  after  the  record  date in the case of a
dividend  or  distribution  and  shall  become  effective  immediately after the
effective  date  of  the  subdivision  or  combination.

(ii)  In  case  the Corporation shall issue rights or warrants to all holders of
its  Common  Stock  entitling them to subscribe for or purchase shares of Common
Stock  at  a  price  per  share  less  than  the  current market price per share
(determined  as  provided  below)  of the Common Stock on the date fixed for the
determination  of  stockholders  entitled to receive such rights or warrants, or
shall sell any shares of Common Stock at a price per share less than the current
market  price  per  share,  then the conversion rate in effect at the opening of
business  on  the  day  following the date fixed for such determination shall be
increased  by  multiplying  such  conversion  rate  by  a  fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of  business  on the date fixed for such determination plus the number of shares
of  Common  Stock  so  offered  for subscription or purchase and the denominator
shall  be  the  number  of  shares  of


Series H Convertible Preferred Stock                                      Page 3
<PAGE>
Common  Stock  outstanding  at  the close of business on the date fixed for such
determination  plus  the number of shares of Common Stock which the aggregate of
the  offering price of the total number of shares of Common Stock so offered for
subscription  or  purchase  would  purchase  at  such current market price, such
increase  to  become  effective immediately after the opening of business on the
day  following  the date fixed for such determination: provided, however, in the
event  that  all the shares of Common Stock offered for subscription or purchase
are  not  delivered  upon  the  exercise  of  such  rights or warrants, upon the
expiration of such rights or warrants the conversion rate shall be readjusted to
the  conversion  rate  which would have been in effect had the numerator and the
denominator  of  the  foregoing  fraction and the resulting adjustment been made
based  upon  the  number  of  shares of Common Stock actually delivered upon the
exercise  of  such  rights  or warrants rather than upon the number of shares of
Common  Stock  offered  for  subscription or purchase.  For the purposes of this
subparagraph  (ii), the number of shares of Common Stock at any time outstanding
shall  not  include  shares  held  in  the  treasury  of  the  Corporation.

(iii) In case the Corporation shall, by dividend or otherwise, distribute to all
holders  of  its  Common  Stock  evidences  of its indebtedness, cash (excluding
ordinary cash dividends paid out of retained earnings of the Corporation), other
assets,  securities  or  rights  or  warrants  to  subscribe for or purchase any
security (excluding those referred to in subparagraphs (i) and (ii) above), then
in  each  such  case the conversion rate shall be adjusted retroactively so that
the  same  shall equal the rate determined by multiplying the conversion rate in
effect  immediately  prior  to  the  close of business on the date fixed for the
determination  of  stockholders  entitled  to  receive  such  distribution  by a
fraction  of  which  the  numerator  shall be the current market price per share
(determined  as  provided  below) of the Common Stock on the date fixed for such
determination  and  the denominator shall be such current market price per share
of  the  Common Stock less the amount of cash and the then fair market value (as
determined  by  the  Board of Directors, whose determination shall be conclusive
and  described  in a resolution of the Board of Directors) of the portion of the
assets,  rights,  securities  or  evidences  of  indebtedness  so  distributed
applicable  to  one  share  of Common Stock, such adjustment to become effective
immediately prior to the opening of business on the day following the date fixed
for  the  determination  of  stockholders entitled to receive such distribution.

(iv) For the purpose of any computation under this Section 7, the current market
price per share of Common Stock on any date shall be deemed to be the average of
the daily closing prices for the 20 consecutive trading days commencing with the
1st trading day before the day in question. The closing price for each day shall
be  the  reported last sales price regular way or, in case no such reported sale
takes  place  on  such  day,  the  average of the reported closing bid and asked
prices  regular  way,  in  either  case  on the market on which the Common Stock
trades  in  the  following order:  the principal national securities exchange on
which  the Common Stock is listed or admitted to trading (based on the aggregate
dollar value of all securities listed or admitted to trading) the NASDAQ System,
the  Over-the-Counter  Bulletin  Board, and the over-the-counter market.  If the
Common  Stock  does  not  trade  on  any  such  market  for a period of five (5)
consecutive  trading  days  during such period the current market price shall be
specified  by the Board of Directors acting in good faith.   "Trading day" shall
mean a day on which the market on which the market used to determine the closing
price  is  open  for  the  transaction  of  business  or


Series  H  Convertible  Preferred  Stock                                 Page  4
<PAGE>
the  reporting of trades or, if the closing price is not so determined, a day on
which  the  New  York  Stock  Exchange  is open for the transaction of business.

(v)  No  adjustment  in  the  conversion  rate  shall  be  required  unless such
adjustment  would  require  an increase or decrease of at least 1% in such rate;
provided,  however,  that  the  Corporation  may  make  any  such adjustment its
election;  and  provided  further,  that any adjustments which by reason of this
subparagraph (vi) are not required to be made shall be carried forward and taken
into  account in any subsequent adjustment.  All calculations under this Section
7  shall be made to the nearest cent or to the nearest one-hundredth of a share,
as  the  case  may  be.

(vi)  Whenever  the  conversion rate is adjusted as provided in any provision of
this  Section 7:  (1) the Corporation shall compute the adjusted conversion rate
in  accordance with this Section 7 and shall prepare a certificate signed by the
principal  financial  officer  of  the  Corporation  setting  forth the adjusted
conversion  rate  and  showing  in  reasonable  detail the facts upon which such
adjustment  is  based,  and  such  certificate shall forthwith be filed with the
transfer  agent  of  the  Series H Convertible Preferred Stock; and (2) a notice
stating  that  the  conversion  rate  has  been  adjusted  and setting forth the
adjusted  conversion  rate  shall  be  mailed  by  the Corporation to all record
holders  of Series H Convertible Preferred Stock at their then last addresses as
they  shall  appear  in  the  stock  transfer  books  of  the  Corporation.

(vii) In the event that at any time, as a result of any adjustment made pursuant
to  this  Section  7, the holder of any shares of Series H Convertible Preferred
Stock thereafter surrendered for conversion shall become entitled to receive any
shares  of  the  Corporation other than shares of Common Stock or to receive any
other  securities,  the  number of such other shares or securities so receivable
upon  conversion  of  any share of Series H Convertible Preferred Stock shall be
subject  to  adjustment  from  time  to  time in a manner and on terms as nearly
equivalent  as  practicable  to  the provisions contained in this Section 7 with
respect  to  the  Common  Stock.

(d)  No  Fractional  Shares.  No  fractional  shares  or  scrip  representing
     ----------------------
fractional  shares  of  Common Stock shall be issued upon conversion of Series H
Convertible  Preferred  Stock.  Any  fractional  shares  that would otherwise be
issuable  redeemed  in  cash  at  the  current  market price.   If more than one
certificate representing shares of Series H Convertible Preferred Stock shall be
surrendered  for  conversion  at one time by the same holder, the number of full
shares  issuable  upon  conversion thereof shall be computed on the basis of the
aggregate  number  of  shares  of  Series  H  Convertible  Preferred  Stock  so
surrendered.

(e)  Reclassification;  Consolidation; Merger or Sale of Assets.  In case of any
     ----------------------------------------------------------
reclassification of the Common Stock, any consolidation of the Corporation with,
or  merger  of  the  Corporation  into,  any other person, any merger of another
person  into  the  Corporation (other than a merger which does not result in any
reclassification,  conversion, exchange or cancellation of outstanding shares of
Common  Stock  of the Corporation), any sale or transfer of all or substantially
all  of  the assets of the Corporation or any compulsory share exchange pursuant
to  which  the  Common  Stock  is converted into other securities, cash or other
property,  then  lawful  provision  shall  be  made as part of the terms of such
transaction  whereby  the holder of each share of Series H Convertible Preferred
Stock then outstanding shall be entitled to receive the such securities, cash or
other  property  he  would  be  entitled  to  receive  if  all  of  the Series H
Convertible  Preferred


Series H Convertible Preferred Stock                                      Page 5
<PAGE>
Stock  had  been  converted  to  shares  of  Common  Stock  of  the  Corporation
immediately  prior  to  such  reclassification,  merger, sale, transfer or share
exchange.

(f)  Reservation  of  Shares; Transfer Taxes; Etc.  The Corporation shall at all
     --------------------------------------------
times  reserve  and  keep  available,  out of its authorized and unissued stock,
solely  for  the purpose of effecting the conversion of the Series H Convertible
Preferred  Stock,  such  number of shares of its Common Stock free of preemptive
rights  as shall from time to time be sufficient to effect the conversion of all
shares  of  Series  H Convertible Preferred Stock from time to time outstanding.
The  Corporation  shall  from  time  to time, in accordance with the laws of the
State  of  its incorporation, increase the authorized number of shares of Common
Stock  if at any time the number of shares of Common Stock not outstanding shall
not be sufficient to permit the conversion of all the then outstanding shares of
Series  H  Convertible  Preferred  Stock.

If any shares of Common Stock required to be reserved for purposes of conversion
of  the Series H Convertible Preferred Stock hereunder require registration with
or  approval of any governmental authority under any Federal or State law before
such  shares  may  be issued upon conversion, the Corporation will in good faith
and  as  expeditiously  as  possible  endeavor  to  cause such shares to be duly
registered  or  approved,  as the case may be.  If the Common Stock is listed on
the  New  York  Stock  Exchange  or  any other national securities exchange, the
Corporation  will,  if  permitted  by  the rules of such exchange, list and keep
listed  on such exchange, upon official notice of issuance, all shares of Common
Stock  issuable  upon  conversion  of  the Series H Convertible Preferred Stock.

The Corporation will pay any and all issue or other taxes that may be payable in
respect  of any issue or delivery of shares of Common Stock on conversion of the
Series  H  Convertible  Preferred Stock.  The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in  the  issue  or delivery of Common Stock (or other securities or assets) in a
name other than that which the shares of Series H Convertible Preferred Stock so
converted  were  registered,  and no such issue or delivery shall be made unless
and  until  the  person  requesting  such  issue has paid to the Corporation the
amount  of  such tax or has established, to the satisfaction of the Corporation,
that  such  tax  has  been  paid.

8.   Voting  Rights.  The  holders  of  the Series H Convertible Preferred Stock
     --------------
shall  not  be  entitled  to  vote  on  any  matters  subject to the vote of the
stockholders  of  the Corporation except to the extent expressly provided by the
Nevada  General  Corporation  Law.

9.   Securities  Not  Registered  Under the Securities Act of 1933. Neither the
     -------------------------------------------------------------
shares  of  Series  H  Convertible Preferred Stock nor the Common Stock issuable
upon  conversion  thereof  has  been registered under the Act or the laws of any
state  of the United States and may not be transferred without such registration
or  an  exemption  from  registration.

(a)  Restrictive Legends. Each share of Series H Convertible Preferred Stock and
     -------------------
certificate  for Common Stock issued upon the conversion of any shares of Series
H  Convertible  Preferred  Stock,  and each Series H Convertible Preferred Stock
certificate  issued upon the transfer of any such shares of Series H Convertible
Preferred  Stock  or Common Stock shall be stamped or otherwise imprinted with a
legend  in  substantially  the  following  form:


Series H Convertible Preferred Stock                                      Page 6
<PAGE>

     "THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED
     IN  THE  ABSENCE  OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
     SAID  ACT."

(b)  Notice  of  Proposed  Transfer:  Opinions of Counsel. Except as provided in
     ----------------------------------------------------
paragraph  (c)  of  this  Section 9, prior to any transfer of any such shares of
Series H Convertible Preferred Stock the holder thereof will give written notice
to  the  Corporation  of  such holder's intention to effect such transfer and to
comply  in  all  other respects with this Section 9.  Each such notice (A) shall
describe  the  manner  and  circumstances of the proposed transfer in sufficient
detail to enable counsel to render the opinions referred to below, and (B) shall
designate  counsel  for  the holder giving such notice (who may be house counsel
for  such  holder).  The holder giving such notice will submit a copy thereof to
the counsel designated in such notice and the Corporation will promptly submit a
copy  thereof  to  its  counsel,  and  the  following  provisions  shall  apply:

(i)  If in the opinion of each such counsel the proposed transfer of such shares
of  Series  H  Convertible  Preferred Stock may be effected without registration
under  the Act, the Corporation will promptly notify the holder thereof and such
holder  shall  thereupon  be  entitled  to  transfer  such  shares  of  Series H
Convertible Preferred Stock in accordance with the terms of the notice delivered
by  such holder to the Corporation. Each share of Series H Convertible Preferred
Stock  or  certificate,  if any, issued upon or in connection with such transfer
shall bear the appropriate restrictive legend set forth in paragraph (a) of this
Section  9,  unless in the opinion of each such counsel such legend is no longer
required  to  insure compliance with the Act.  If for any reason counsel for the
Corporation  (after  having  been  furnished with the information required to be
furnished  by  this  paragraph  (b))  shall  fail  to  deliver an opinion of the
Corporation,  or  the  Corporation  shall  fail to notify such holder thereof as
aforesaid, within 20 days after counsel for such holder shall have delivered its
opinion  to  such holder (with a copy to the Corporation), then for all purposes
of  this  Designation the opinion of counsel for the Corporation shall be deemed
to  be  the  same  as  the  opinion  of  counsel  for  such  holder.

(ii)  If  in the opinion of either or both of such counsel the proposed transfer
of  such  shares  of  Series  H  Convertible Preferred Stock may not be effected
without  registration under the Act, the Corporation will promptly so notify the
holder thereof and thereafter such holder shall not be entitled to transfer such
share  of Series H Convertible Preferred Stock until receipt of a further notice
from  the  Corporation  under  subparagraph  (i)  above.

(c)  Proposed  Transfer  to  Institutions.  Notwithstanding  the  foregoing, any
     ------------------------------------
holder  of such share of Series H Convertible Preferred Stock shall be permitted
to  transfer any such share of Series H Convertible Preferred Stock to a limited
number  of  institutional  investors,  provided  that:

(i)  Each  such holder represents in writing that it is acquiring such shares of
Series  H  Convertible Preferred Stock for investment and not with a view to the
distribution  thereof  (subject,  however,


Series H Convertible Preferred Stock                                      Page 7
<PAGE>
to  any  requirement  of  law that the disposition thereof shall at all times be
within  the  control  of  such  transferee);

(ii)  Each  such holder agrees in writing to be bound by all the restrictions on
transfer  of  such  shares  of Series H Convertible Preferred Stock contained in
this  Section  9;  and

(iii) Such holder delivers to the Corporation an opinion of counsel who shall be
satisfactory  to  counsel for the Corporation, stating that such transfer may be
effected  without  registration  under  the  Act.

10.  Status  of  Acquired Shares. Shares of Series H Convertible Preferred Stock
     ---------------------------
redeemed  by  the  Corporation  pursuant  to Section 6, received upon conversion
pursuant  to  Section  6  or  7  otherwise  acquired  by the Corporation will be
restored  to  the  status  of authorized but unissued shares of Preferred Stock,
without  designation as to class and may thereafter be issued, but not as shares
of  Series  H  Convertible  Preferred  Stock.

11.  Preemptive Rights. The Series H Convertible Preferred Stock is not entitled
     -----------------
to  any  preemptive  or  subscription rights in respect of any securities of the
Corporation.

12.  Severability  of Provisions. Whenever possible, each provision hereof shall
     ---------------------------
be  interpreted  in  a manner as to be effective and valid under applicable law,
but  if  any  provision  hereof  is  held  to  be prohibited by or invalid under
applicable  law,  such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the  remaining  provisions  hereof.  If a court of competent jurisdiction should
determine  that  a provision hereof would be valid or enforceable if a period of
time  were  extended  or  shortened or a particular percentage were increased or
decreased,  then such court may make such change as shall be necessary to render
the  provision  in  question  effective  and  valid  under  applicable  law.


Series H Convertible Preferred Stock                                      Page 8
<PAGE>