RESTATED ARTICLES OF INCORPORATION WITH AMENDMENTS

OF

ATI NETWORKS, INC.
(AMENDED AND RESTATED AS OF JUNE 10, 1998)


KNOW ALL MEN BY THESE PRESENTS:  

Pursuant to the provisions of the Colorado Business Corporation Act, the 
undersigned corporation adopts the following amended and restated Articles of 
Incorporation.  These articles correctly set forth the provisions of the 
Articles of Incorporation, as amended, and supersede the original Articles of 
Incorporation and all amendments thereto.  

ARTICLE I

NAME

     The new name of the corporation is ATINETWORKS, INC. 

     The principal office and address is 460 Cedar Street, Fond du Lac, WI 
54935

ARTICLE II

PERIOD OF DURATION

     This corporation shall exist perpetually unless dissolved according to 
law.  

ARTICLE III

PURPOSE

     The Company was founded to develop and license leading edge software 
applications.  The Company has developed pioneering, proprietary software 
technologies for vehicle navigation, remote tracking of a wireless device, and 
real-time, data communications over the Internet. Recently the Company created 
and launched two fully automated exchange websites for doing electronic 
commerce over the Internet. 

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ARTICLE IV

POWERS

     In furtherance of the foregoing purposes the corporation shall have and 
may exercise all of the rights, powers and privileges now or hereafter 
conferred upon corporations organized under the Colorado Business Corporation 
Act, as amended, or by law.  In addition, it may do everything necessary, 
suitable or proper for the accomplishment of any corporate purpose.  

ARTICLE V

CAPITAL

     The total number of shares of the capital stock which the Corporation has 
authority to issue is forty million (40,000,000) shares, divided into twenty 
million (20,000,000) shares of common stock with no par value per share (the 
"Common Stock"), and twenty million (20,000,000) shares of Series A 
Convertible Preferred Stock with a par value of $100 per share (hereinafter 
sometimes referred to as the "Series A Convertible Preferred Stock" or the 
"Preferred Stock").

     The aggregate number of common shares which this corporation shall have 
the authority to issue is twenty million (20,000,000), each without par value 
which shares shall be designated common stock.  No share shall be issued 
without consideration being exchanged, and it shall thereafter be 
non-assessable.  The Board of Directors may determine by a majority vote if 
gifts of shares will be allowed under certain circumstances.  

     Shares of the corporation not having a par value shall be issued for such 
consideration expressed in dollars as may be fixed from time to time by the 
vote of the director(s).  

     The following is a description of each class of stock of the Corporation 
with the preferences, conversion and other rights, restrictions, voting 
powers, limitations as to distributions, qualifications, and terms and 
conditions of redemption of each class:

     FIRST: In the event of any voluntary or involuntary liquidation, 
dissolution, or winding-up of the Corporation, the holders of any Preferred 
Stock then outstanding shall be paid out of the assets of the Corporation 
available for distribution to its stockholders an amount equal to One Dollar 
($1.00) per share plus an amount equal to all unpaid declared distributions 
thereon, without interest, and no more, before any amount shall be paid or any 
assets of the Corporation shall be distributed among the holders of the Common 
Stock and, if the assets of the Corporation available for distribution to its 
stockholders shall be insufficient to permit the payment in full to the 
holders of the Preferred Stock, as aforesaid, then the entire assets of the 
Corporation available for distribution to its stockholders shall be 
distributed ratably among the holders of the Preferred Stock; then and 
thereafter, the remaining assets of the Corporation available for distribution 
to its stockholders shall be distributed among and paid to the holders of the 
Preferred Stock and the Common Stock, share and share alike and without any 
distinction as to class, in proportion to their respective stockholdings.

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     A merger of the Corporation with or into any other corporation, a share 
exchange involving the Corporation, or a sale, lease, exchange, or transfer of 
all or any part of the assets of the Corporation which shall not in fact 
result in the liquidation of the Corporation and the distribution of its 
assets to its stockholders shall not be deemed to be a voluntary or 
involuntary liquidation, dissolution or winding-up of the Corporation within 
the meaning of this Article SIXTH, paragraph 1.

     SECOND: Except as herein above provided in paragraph 1 of this Article 
SIXTH, the Preferred Stock and the Common Stock of the Corporation shall be 
identical in all respects and for all purposes and the holders of the 
Preferred Stock and the holders of the Common Stock voting together and 
without distinction as to class shall be entitled to one vote per share in all 
proceedings in which actions shall be taken by the stockholders of the 
Corporation.

     THIRD: The following provisions are hereby adopted for the purpose of 
defining, limiting and regulating the powers of the Corporation and of the 
directors and stockholders:

     (1) The Board of Directors of the Corporation is hereby empowered to 
authorize the issuance from time to time of shares of its stock of any class, 
whether now or hereafter authorized, or securities convertible into shares of 
its stock of any class or classes, whether now or hereafter authorized.

     (2) The Board of Directors of the Corporation may classify or reclassify 
any unissued stock by setting or changing in any one or more respects, from 
time to time before issuance of such stock, the preferences, conversion or 
other rights, voting powers, restrictions, limitations as to distributions, 
qualifications, and terms or conditions of redemption of such stock.

     (3) The Board of Directors shall have power, if authorized by the Bylaws,
to designate by resolution or resolutions adopted by a majority of the whole 
Board of Directors, one or more committees, each committee to consist of two 
or more of the directors of the Corporation, which, to the extent provided in 
said resolutions or in the Bylaws of the Corporation and permitted by the 
Colorado Business Corporation Act, shall have and may exercise any or all of 
the powers of the Board of Directors in the management of the business and 
affairs of the Corporation, and shall have power to authorize the seal of the 
Corporation to be affixed to all instruments and documents which may require 
it.

     (4) If the Bylaws so provide, the Board of Directors of the Corporation 
shall have power to hold its meetings, to have an office or offices and, 
subject to the provisions of the Colorado Business Corporation Act, to keep 
the books of the Corporation, outside of said State at such place or places as 
may from time to time be designated by it.

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     (5) The Board of Directors shall have power to borrow or raise money, from 
time to time and without limit, and upon any terms, for any corporate 
purposes; and, subject to the Colorado Business Corporation Act, to authorize 
the creation, issue, assumption or guaranty of bonds, notes or other evidences 
of indebtedness for moneys so borrowed, to include therein such provisions as 
to redeemability, convertibility or otherwise, as the Board of Directors, in 
its sole discretion, may determine and to secure the payment of principal, 
interest or sinking fund in respect thereof by mortgage upon, or the pledge 
of, or the conveyance or assignment in trust of, the whole or any part of the 
properties, assets and goodwill of the Corporation then owned or thereafter 
acquired.

The enumeration and definition of a particular power of the Board of Directors 
included in the foregoing shall in no way be limited or restricted by 
reference to or inference from the terms of any other clause of this or any 
other article of these Articles of Incorporation, or construed as or deemed by 
inference or otherwise in any manner to exclude or limit any powers conferred 
upon the Board of Directors under the laws of the State of Colorado now or 
hereafter in force.

     FOURTH: Notwithstanding any provision of law to the contrary, the 
affirmative vote of a majority of all the votes entitled to be cast on the 
matter shall be sufficient, valid and effective, after due authorization, 
approval or advice of such action by the Board of Directors, as required by 
law, to approve and authorize the following acts of the Corporation:

     (i) the amendment of these Articles of Incorporation;

     (ii) the merger of the Corporation into another corporation or the merger 
of one or more other corporations into the Corporation;

     (iii) the sale, lease, exchange or other transfer of all, or 
substantially all, of the property and assets of the Corporation, including 
its goodwill and franchises;

     (iv) the participation by the Corporation in a share exchange (as defined 
in the Colorado Business Corporation Act) as the corporation the stock of 
which is to be acquired; and

     (v) the voluntary or involuntary liquidation, dissolution or winding-up 
of or the revocation of any such proceedings relating to the Corporation.

ARTICLE VI

AUTHORIZATION OF SERIES A CONVERTIBLE PREFERRED STOCK

The total number of shares of the capital stock which the Corporation has 
authority to issue is forty million (40,000,000) shares, divided into twenty 
million (20,000,000) shares of common stock with no par value per share (the 
"Common Stock"), and twenty million (20,000,000) shares of Series A 
Convertible Preferred Stock with a par value of $100 per share (hereinafter 
sometimes referred to as the "Series A Convertible Preferred Stock" or the 
"Preferred Stock").

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A description of the "Series A Convertible Preferred Stock", including the 
preferences, conversion and other rights, voting powers, restrictions, 
limitations as to distributions, qualifications, and terms and conditions for 
redemption, all as set by the Board of Directors of the Corporation, is as 
follows:

     1. Designation and Initial Number. The class of shares of Preferred Stock 
hereby classified shall be designated the "Series A Convertible Preferred 
Stock." The initial number of authorized shares of the Preferred Stock shall 
be twenty million (20,000,000).

     2. Distributions. Commencing on January 1, 1999, the holders of the 
Preferred Stock shall be entitled to receive, out of funds at the time legally 
available for payment of distributions in the State of Colorado, a 
non-cumulative distribution at the rate of $1.00 per share per annum, payable 
semi-annually in equal installments on the first days of January and July in 
each year, if, as and when determined by the Board of Directors, before any 
distribution shall be set apart or paid on any other capital stock for such 
year.

     3. Redemption. The Corporation, at the option of the Board of Directors, 
may redeem the whole or any part of the Preferred Stock at any time 
outstanding, at any time or from time to time after January 1, 1999, provided 
that the Corporation, at any such time, shall have consummated a sale of its 
securities pursuant to an effective registration statement (a "Public 
Offering") filed with the Securities and Exchange Commission (the "SEC"), upon 
at least 30 days' prior written notice to the holders of record of the 
Preferred Stock to be redeemed, by paying a redemption price per share equal 
to 150% of the par value thereof, plus all accrued and unpaid distributions 
declared thereon, at the date fixed for redemption, without interest, in cash, 
for each share of Preferred Stock so redeemed. The Board of Directors shall 
have full power and authority, subject to the limitations and provisions 
herein contained, to prescribe the manner in which and the terms and 
conditions upon which the Preferred Stock shall be redeemed at any time and 
from time to time. The notice of redemption to each stockholder whose shares 
of Preferred Stock are to be redeemed shall specify the number of shares of 
Preferred Stock of such stockholder to be redeemed, the date fixed for 
redemption and the redemption price at which the shares of Preferred Stock are 
to be redeemed, and shall specify where payment of the redemption price is to 
be made upon surrender of such shares, shall state the conversion rate then in 
effect, and that conversion rights of such shares shall terminate at the 
closing of business on the date fixed for redemption. None of the Preferred 
Stock acquired by the Corporation by redemption or otherwise shall be reissued 
or disposed of but shall, from time to time, be retired in the manner provided 
by law.

     4. Liquidation or Dissolution. In the event of any voluntary or 
involuntary liquidation, dissolution, or winding up of the affairs of the 
Corporation, the holders of the issued and outstanding Preferred Stock shall 
be entitled to receive for each share of Preferred Stock, before any 
distribution of the assets of the Corporation shall be made to the holders of 
any other capital stock, a dollar amount equal to the par value thereof plus 
all accrued and unpaid distributions declared thereon, without interest. After 
such payment shall have been made in full to the holders of the issued and 
outstanding Preferred Stock, or funds necessary for such payment shall have 

<PAGE>

been set aside in trust for the account of the holders of the issued and 
outstanding Preferred Stock so as to be and continue to be available therefor, 
then, before any further distribution of the assets of the Corporation shall 
be made, a dollar amount equal to that already distributed to the holders of 
the Preferred Stock shall be distributed pro-rata to the holders of the other 
issued and outstanding capital stock of the Corporation, subject to the rights 
of any other class of capital stock set forth in the Articles of Incorporation 
of the Corporation or Amendments to the Articles of Incorporation to State 
Terms of Series Shares filed by the Corporation. After such payment shall have 
been made in full to the holders of such other issued and outstanding capital 
stock, or funds necessary for such payment shall have been set aside in trust 
for the account of the holders of such other issued and outstanding capital 
stock so as to be and continue to be available therefor, the holders of the 
issued and outstanding Preferred Stock shall be entitled to participate with 
the holders of all other classes of issued and outstanding capital stock in 
the final distribution of the remaining assets of the Corporation, and, 
subject to any rights of any other class of capital stock set forth in the 
Articles of Incorporation of the Corporation or any Amendments to the Articles 
of Incorporation to State Terms of Series Shares filed by the Corporation, the 
remaining assets of the Corporation shall be divided and distributed ratably 
among the holders of both the Preferred Stock and the other capital stock then 
issued and outstanding according to the proportion by which their respective 
record ownership of shares of the Preferred Stock and such capital stock bears 
to the total number of shares of the Preferred Stock and such capital stock 
then issued and outstanding. If, upon such liquidation, dissolution, or 
winding up, the assets of the Corporation distributable, as aforesaid, among 
the holders of the Preferred Stock shall be insufficient to permit the payment 
to them of said amount, the entire assets shall be distributed ratably among 
the holders of the Preferred Stock. A consolidation or merger of the 
Corporation, a share exchange, a sale, lease, exchange or transfer of all or 
substantially all of its assets as an entirety, or any purchase or redemption 
of stock of the corporation of any class, shall not be regarded as a 
"liquidation, dissolution, or winding up of the affairs of the Corporation" 
within the meaning of this paragraph 4.

     5. Conversion Privilege. Preferred Stock shall be convertible into Common 
Stock as hereinafter provided and, when so converted, shall be canceled and 
retired and shall not be reissued as such:

          (A) Any holder of the Preferred Stock may at any time or from time 
to time convert such stock into the Common Stock of the Corporation, on 
presentation and surrender to the Corporation, of the certificates of the 
Preferred Stock to be so converted.

          (B) Each holder of Preferred Stock shall have the right to convert 
such Preferred Stock on and subject to the following terms and conditions:

               (i) The Preferred Stock shall be converted into Common Stock at 
the conversion rate, determined as hereinafter provided, in effect at the time 
of conversion. Unless such conversion rate shall be adjusted as hereinafter 
provided, the conversion rate shall be one share of Common Stock for each 
share of Preferred Stock so converted.

<PAGE>

               (ii) In order to convert Preferred Stock into Common Stock, the 
holder thereof shall on any business day surrender at the executive offices of 
the Company at 460 Cedar Street, Fond du Lac, Wisconsin 54935 the certificate 
or certificates representing such shares, duly endorsed to the Corporation or 
in blank, and give written notice to the Corporation at said office of the 
number of said shares which such holder elects to convert. Preferred Stock shall
be deemed to have been converted immediately prior to the close of business on 
the day of such surrender for conversion, and the person or persons entitled 
to receive the Common Stock issuable upon such conversion shall be treated for 
all purposes as the record holder or holders of such Common Stock at such 
time. As promptly as practicable on or after the date of any conversion, the 
Corporation shall issue and deliver a certificate or certificates representing 
the number of shares of Common Stock issuable upon such conversion, together 
with cash in lieu of any fraction of a share, as provided in subparagraph (H) 
of this paragraph 5, to the person or persons entitled to receive same. In 
case of the conversion of only a part of the shares of any holder of Preferred 
Stock, the Corporation shall also issue and deliver to such holder a new 
certificate of Preferred Stock representing the number of shares of such 
Preferred Stock not converted by such holder.

          (C) The conversion rate as hereinabove provided shall be subject to 
adjustment as follows:

               (i) In case the Corporation shall (a) pay a distribution in 
shares of its capital stock, (b) subdivide its outstanding shares of Common 
Stock into a greater number of shares, (c) combine its outstanding shares of 
Common Stock into a smaller number of shares, or (d) issue by reclassification 
of its shares of Common Stock any shares of its capital stock, the conversion 
rate in effect immediately prior thereto shall be adjusted so that the holder 
of a share of Preferred Stock surrendered for conversion after the record date 
fixing stockholders to be affected by such event shall be entitled to receive, 
upon conversion, the number of shares of Common Stock which such holder would 
have owned or have been entitled to receive after the happening of such event 
had such share of Preferred Stock been converted immediately prior to the 
record date in the case of such dividend or the effective date in the case of 
any such subdivision, combination or reclassification. An adjustment made 
pursuant to this subparagraph 5(C)(i) shall be made whenever any of such 
events shall happen, but shall become effective retroactively after such 
record date or such effective date, as the case may be, as to shares of 
Preferred Stock converted between such record date or effective date and the 
date of happening of any such event.

               (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, which, when added to the amount 
of consideration received or receivable by the Corporation for such right or 
warrant, is less than the current market price (as hereinafter defined) per 
share of Common Stock at the record date mentioned below, the conversion rate 
shall be adjusted so that thereafter, until further adjusted, each share of 
Preferred Stock shall be convertible into that number of shares of Common 
Stock determined by multiplying the number of shares of Common Stock into 
which such share of Preferred Stock was theretofore convertible by a fraction, 
the numerator of which shall be the number of shares of Common Stock 
outstanding on the date of issuance of such rights or warrants plus the number 
of additional shares of Common Stock issuable upon the exercise of such rights 
or warrants, and the denominator of which shall be the 

<PAGE>

number of shares of Common Stock outstanding on the date of issuance of such 
rights or warrants plus the number of shares which an amount equal to the sum 
of (a) the aggregate exercise price of the total number of shares of Common 
Stock issuable upon the exercise of such rights or warrants, plus (b) the 
aggregate amount of consideration, if any, received, or receivable by the 
Corporation for any such rights or warrants, would purchase at such current 
market price. Such adjustment shall be made whenever such rights or warrants 
are issued, but shall also be effective retroactively as to shares of 
Preferred Stock converted between the record date for the determination of 
stockholders entitled to receive such rights or warrants and the date such 
rights or warrants are exercised.

               (iii) In case the Corporation shall distribute to all holders 
of its Common Stock any one or more of the following: (a) evidence of its 
indebtedness, (b) assets (excluding cash distributions, distributions made out 
of current or retained earnings and distributions of the stock of any 
subsidiary), or (c) rights or warrants to subscribe for or purchase securities 
issued by, or property of, the Corporation (excluding those referred to in 
subparagraph 5(C)(ii) above), then in each such case the conversion rate shall 
be adjusted as provided below so that thereafter, until further adjusted, the 
number of shares of Common Stock into which each share of Preferred Stock 
shall be convertible shall be determined by multiplying the number of shares 
of Common Stock into which such share of Preferred Stock was theretofore 
convertible by a fraction, the numerator of which shall be the current market 
price per share of Common Stock on the date of such distribution, and the 
denominator of which shall be such current market price per share of the 
Common Stock, less the then fair market value (as determined by the Board of 
Directors of the Corporation, whose determination shall be conclusive) of the 
portion of the assets or evidence of indebtedness so distributed or of such 
rights or warrants applicable to one share of the Common Stock. Such 
adjustment shall be made whenever any such distribution is made, but shall 
also be effective retroactively as to shares of Preferred Stock converted 
between the record date for the determination of stockholders entitled to 
receive such distribution and the date such distribution is made.

               (iv) For the purpose of any computation under subparagraphs 
5(C)(ii) and (iii) above, the current market price per share of Common Stock 
at any date shall be (a) if the Common Stock is listed on any national 
securities exchange, the average of the daily closing prices for the 15 
consecutive business days commencing 20 business days before the day in 
question (the "Trading Period"); (b) if the Common Stock is not listed on any 
national securities exchange but is quoted on the National Association of 
Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), the average of 
the high and low bids as reported on NASDAQ for the Trading Period; and (c) if 
the Common Stock is neither listed on any national securities exchange nor 
quoted on NASDAQ, the higher of (x) the conversion price then in effect, or 
(y) the tangible book value per share as of the end of the Corporation's 
immediately preceding fiscal year.

<PAGE>

               (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 any adjustments which by reason of this 
subparagraph 5(C)(v) are not required to be made shall be carried forward and 
taken into account in any subsequent adjustment. All calculations under this 
subparagraph 5(C) shall be made to the nearest one-hundredth of a share.   (D) 
No adjustment of the conversion rate shall be made in any of the following 
cases:

               (i) upon the grant or exercise of stock options hereafter 
granted, or under any employee stock option plan now or hereafter authorized, 
to the extent that the aggregate of the number of shares which may be 
purchased under such options and the number of shares issued under such 
employee stock purchase plan is less than or equal to ten percent (10%) of the 
number of shares of Common Stock outstanding on January 1 of the year of the 
grant or exercise;

               (ii) shares of Common Stock issued upon the conversion of 
Preferred Stock;

               (iii) shares issued in connection with the acquisition by the 
Corporation or by any subsidiary of the Corporation of 80% or more of the 
assets of another corporation, and shares issued in connection with the 
acquisition by the Corporation or by any subsidiary of the Corporation of 80% 
or more of the voting shares of another corporation (including shares issued 
in connection with such acquisition of voting shares of such other corporation 
subsequent to the acquisition of an aggregate of 80% of such voting shares), 
shares issued in a merger of the Corporation or a subsidiary of the 
Corporation with another corporation in which the Corporation or the 
Corporation's subsidiary is the surviving corporation, and shares issued upon 
the conversion of other securities issued in connection with any such 
acquisition or in any such merger;

               (iv) shares issued by way of dividend or other distribution on 
Common Stock excluded from the calculation of the adjustment under this 
subparagraph 5(D) or on Common Stock resulting from any subdivision or 
combination of Common Stock so excluded; or

               (v) shares issued pursuant to all stock options and warrants 
outstanding on the date of the filing of these Articles.

          (E) Whenever the conversion rate is adjusted as herein provided, the 
Corporation shall prepare a certificate signed by the Treasurer of the 
Corporation setting forth the adjusted conversion rate and showing in 
reasonable detail the facts upon which such adjustment is based. As promptly 
as practicable, the Corporation shall cause a copy of the certificate referred 
to in this subparagraph 5(E) to be mailed to each holder of record of issued 
and outstanding Preferred Stock at the address of such holder appearing on the 
Corporation's books.

          (F) The Corporation shall pay all taxes that may be payable in 
respect of the issue or delivery of Common Stock on conversion of Preferred 
Stock pursuant hereto, but shall not pay any tax which may be payable with 
respect to income or gains of the holder of any Preferred Stock or Common 
Stock or any tax which may be payable in respect of any transfer involved in 

<PAGE>

the issue and delivery of the Common Stock in a name other than that in which 
the Preferred Stock so converted was 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 any such tax, or has established, to the 
satisfaction of the Corporation, that such tax has been paid.

          (G) Upon conversion of any shares of Preferred Stock, the holders of 
the shares of Preferred Stock so converted shall not be entitled to receive 
any distributions declared with respect to such shares of Preferred Stock 
unless such distributions shall have been declared by the Board of Directors 
and the record date for such distributions shall have been on or before the 
date such shares shall have been converted. No payment or adjustment shall be 
made on account of distributions declared and payable to holders of Common 
Stock of record on a date prior to the date of conversion.

          (H) No fractional shares or scrip representing fractional shares 
shall be issued upon the conversion of any shares of Preferred Stock. If more 
than one share of 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 such shares 
so surrendered. If the conversion of any share of Preferred Stock results in a 
fraction, an amount equal to such fraction multiplied by the current market 
price (determined as provided in subparagraph 5(C)(iv) above) of the Common 
Stock on the day of conversion shall be paid to such holder in cash by the 
Corporation.

          (I) The Corporation shall at all times reserve and keep available, 
free from preemptive rights, out of its authorized Common Stock, for the 
purpose of effecting the conversion of the issued and outstanding Preferred 
Stock, the full number of shares of Common Stock then deliverable in the event 
and upon the conversion of all of the Preferred Stock then issued and 
outstanding.

     6. Voting Rights. Except as otherwise provided in this paragraph 6, each 
share of Preferred Stock is entitled to one vote, voting together with the 
holders of shares of Common Stock and not as a class, on each matter submitted 
to a vote at a meeting of stockholders of the Corporation. In the event that 
at any time two consecutive semi-annual distributions payable on the Preferred 
Stock shall be in default (a "Two Dividend Default"), then immediately upon 
the happening of a Two Dividend Default and until the Two Dividend Default and 
all defaults in the payment of semi-annual distributions subsequent to the Two 
Dividend Default shall be cured, the holders of Preferred Stock shall have the 
right, voting separately as a class, to elect one-third of the Directors of 
the Corporation. In the event that at any time four consecutive semi-annual 
distributions payable on the Preferred Stock shall be in default (a "Four 
Dividend Default"), then immediately upon the happening of such Four Dividend 
Default and until such Four Dividend Default and all defaults in the payment 
of semi-annual distributions subsequent to the Four Dividend Default shall be 
cured, the holders of Preferred Stock shall have the right, voting separately 

<PAGE>

as a class, to elect a majority of the Directors of the Corporation. The 
foregoing voting rights are hereinafter collectively referred to as the 
"Special Voting Rights." The Special Voting Rights shall be exercised only at 
annual meetings of the stockholders of the Corporation, and only if the 
holders of a majority of the outstanding shares of Preferred Stock entitled to 
such Special Voting Rights are present in person or by proxy. Notwithstanding 
the foregoing provisions of this paragraph 6, upon payment in full of all 
defaults in the payment of semi-annual distributions subsequent to a Four 
Dividend Default and of the distribution which resulted in the Four Dividend 
Default, so that no more than three consecutive semi-annual distributions 
remain in default, the Special Voting Rights of the holders of Preferred Stock 
shall be reduced so that they shall have the right, voting separately as a 
class, to elect one-third of the Directors of the Corporation. Notwithstanding 
the foregoing provisions of this Paragraph 6, upon payment in full of (i) all 
defaults in the payment of semi-annual distributions subsequent to a Two 
Dividend Default and of the distribution which resulted in the Two Dividend 
Default, or (ii) upon payment in full of all semi-annual distributions 
subsequent to a Four Dividend Default and three of the distributions which 
resulted in a Four Dividend Default, so that, in each such case, no more than 
one semi-annual distribution remains in default, the Special Voting Rights 
shall terminate, and the voting power in the election of Directors shall again 
be vested equally in the holders of the Preferred Stock and the Common Stock, 
who shall each be entitled to one vote per share. Each Director elected by the 
holders of shares of Preferred Stock as a result of the Special Voting Rights 
set forth above shall serve only until the next annual meeting of 
stockholders, or until the date the Special Voting Rights shall have 
terminated as provided in this paragraph 6, whichever event first occurs.

     7. Registration Rights.

          (A) "Piggy-Back" Registration Rights:

               (i) If, at any time and from time to time after the 
Corporation's first Public Offering, the Corporation proposes to register any 
of its securities on Forms S-1, S-2, S-3, SB-1 or SB-2, or any successor 
forms, under the Securities Act of 1933 (the "Act") and applicable state 
securities laws (the "State Acts"), the Corporation shall give prompt written 
notice to each holder of Preferred Stock (or Common Stock into which it has 
been converted) of its intention to do so, and, upon the written request of 
any such stockholder made within 30 days after the receipt of any such notice, 
which written request shall specify the number of shares such stockholder 
desires to be registered, the Corporation shall use its reasonable efforts to 
cause all such shares of such stockholder to be registered under the Act and 
State Acts to permit the sale of such shares. Notwithstanding anything 

<PAGE>

contained herein to the contrary, the Corporation shall have the right to 
discontinue any registration of such shares of such stockholder at any time 
prior to the effective date of such registration if the registration of other 
securities giving rise to such registration is discontinued.

               (ii) If any stockholder shall request inclusion of any shares 
held by such stockholder in the registration of other securities of the 
Corporation and such proposed registration by the Corporation is, in whole or 
in part, an underwritten Public Offering, and if the managing underwriter 
determines and advises the Corporation in writing that inclusion in such 
registration of all proposed securities (including securities being offered by 
or on behalf of the Corporation and securities covered by requests for 
registration) would not adversely affect the marketability of the offering of 
the securities proposed to be registered by the Corporation, then such 
stockholder shall be entitled to participate pro-rata with the other 
stockholders having similar incidental registration rights with respect to 
such registration to the extent the managing underwriter determines that such 
shares may be included without such adverse effect.

               (iii) The rights of such stockholders to have their shares 
included in such registration shall expire on the first to occur of January 1, 
2010, or that date which is 10 years after the Corporation's first Public 
Offering.

          (B) Demand Registration Rights: At any time after the Corporation's 
first Public Offering of its stock, the Corporation shall, upon receipt of a 
written request from the holders of at least 25% of the aggregate issued and 
outstanding Preferred Stock and the Common Stock into which it has been 
converted, prepare and file under the Act a registration statement in respect 
of such shares. In the event that not all of such shares have been registered 
as herein set forth, the Corporation shall, upon receipt of a written request 
from the holders of at least 25% of the aggregate remaining unregistered 
Preferred Stock and the Common Stock into which it has been converted, prepare 
and file under the Act no more than one additional registration statement to 
register the remaining balance of the shares not so registered.

          (C) Expenses: The Corporation shall pay all expenses incident to its 
performance of or compliance with the provisions of subparagraphs 7(A) and 
7(B) hereof, including, without limitation, all registration and filing fees, 
fees and expenses of compliance with the Act and State Acts, printing 
expenses, messenger and delivery expenses, fees and disbursements of counsel 
for the Corporation (but not the legal fees of any such stockholder) and all 
independent public accountants and other persons retained by the Corporation, 
and any fees and disbursements of underwriters customarily paid by issuers or 
sellers of securities (excluding underwriting commissions and discounts).

<PAGE>

          (D) Obligations of the Corporation: If and whenever the Corporation 
is required to use its reasonable efforts to effect or cause the registration 
of any shares under the Act as provided in this paragraph 7, the Corporation 
shall, as expeditiously as possible:

               (i) prepare and file with the SEC a registration statement with 
respect to such shares and use its reasonable efforts to cause such 
registration statement to become effective;

               (ii) prepare and file with the SEC such amendments and 
supplements to such registration statement and the prospectus used in 
connection therewith as may be necessary to keep such registration statement 
effective and such prospectus current for a period not in excess of nine 
months as may be necessary in accordance with the intended methods of 
disposition by the seller or sellers thereof set forth in such registration 
statement;

               (iii) furnish to each seller of such shares such number of 
copies of such registration statement and each such amendment and supplement 
thereto (in each case including all exhibits), such number of copies of the 
prospectus included in such registration statement (including each preliminary 
prospectus), in conformity with the requirements of the Act, and such other 
documents as such seller may reasonably request in order to facilitate the 
disposition of the shares owned by such seller;

               (iv) use its reasonable efforts to register or qualify such 
shares covered by such registration statement under such State Acts as each 
seller reasonably requests, and do any and all other acts and things which may 
be reasonably necessary or advisable to enable such seller to consummate the 
disposition in such jurisdictions of the shares owned by such seller, except 
that the Corporation shall not for any such purpose be required to qualify to 
do business as a foreign corporation in any jurisdiction wherein it is not so 
qualified, to subject itself to taxation in any such jurisdiction, or to 
consent to general service of process in any such jurisdiction; and

               (v) notify each seller of any such securities covered by such 
registration statement, at any time when a prospectus relating thereto is 
required to be delivered under the Act or upon the happening of any event as a 
result of which the prospectus included in such registration statement, as 
then in effect, includes an untrue statement of a material fact or omits to 
state any material fact required to be stated therein or necessary to make the 
statements therein not misleading in the light of the circumstances then 
existing, and at the request of any such seller prepare and furnish to such 
seller a reasonable number of copies of a supplement to or an amendment of 
such prospectus as may be necessary so that, as thereafter delivered to the 
purchasers of such securities, such prospectus shall not include an untrue 
statement of a material fact or omit to state a material fact required to be 
stated therein or necessary to make the statements therein not misleading in 

<PAGE>

the light of the circumstances then existing.

          (E) Indemnification and Notification:

               (i) The Corporation shall indemnify and hold harmless each 
holder of any shares included in the Corporation's registration statement 
pursuant to this paragraph 7, and each person, if any, who controls such 
holder within the meaning of Section 15 of the Act, from and against any and 
all losses, claims, damages, expenses and liabilities (including reasonable 
attorneys' fees) caused by any untrue statement of a material fact contained 
in any such registration statement, or contained in a prospectus furnished 
thereunder, or in any amendment or supplement thereto or caused by any 
omission to state a material fact required to be stated therein or necessary 
to make the statements therein, in light of the circumstances under which they 
were made, not misleading (provided, however, that the foregoing indemnification
and agreement to hold harmless shall not apply insofar as such 
losses, claims, damages, expenses, and liabilities are caused by any such 
untrue statement or omission is based upon information furnished in writing to 
the Corporation by any such holder expressly for use in any registration 
statement or prospectus).

               (ii) Promptly after receipt by any holder of any shares 
included in the Corporation's registration statement pursuant to this 
paragraph 7 of notice of the commencement of any action, said holder shall, if 
a claim in respect thereof is to be made against the Corporation under this 
paragraph 7, notify the Corporation in writing of the commencement thereof, 
but the omission so to notify the Corporation shall not relieve it from any 
liability which it may have to them under this paragraph 7. In case any such 
action is brought against any holder of any shares registered pursuant to this 
paragraph 7 and the Corporation is notified of the commencement thereof as 
provided herein, the Corporation shall be entitled to participate in, and, to 
the extent that it may wish, to assume the defense thereof, with counsel 
reasonably satisfactory to such holder, and after notice from the Corporation 
to such holder of the Corporation's election so to assume the defense thereof, 
the Corporation shall not be liable under this paragraph 7 for any legal or 
other expense subsequently incurred by such holder in connection with the 
defense thereof other than reasonable costs of investigation.

               (iii) Each holder of any shares registered pursuant to this 
paragraph 7 agrees to cooperate fully with the Corporation in effecting 
registration and qualification of the Preferred Stock (or the Common Stock 
into which it has been converted) and of such distribution, and shall 
indemnify and hold harmless the Corporation and each person who may control 
the Corporation within the meaning of Section 15 of the Act, each director of 

<PAGE>

the Corporation, and each officer who signed any registration statement from 
and against any and all losses, claims, damages, expenses, and liabilities 
(including reasonable attorneys' fees) caused by any untrue statement of a 
material fact contained in any such registration statement, or contained in a 
prospectus furnished thereunder, or any amendment or supplement thereto, or 
caused by any omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein, in light of the 
circumstances under which they were made, not misleading, to the extent that 
such untrue statement or omission was made in reliance upon information 
furnished to the Corporation by any such holder for inclusion therein.

     8. Changes In Terms of Preferred Stock. The terms of the Preferred Stock 
may not be amended, altered or repealed, and no class of capital stock or 
securities convertible into capital stock shall be authorized which has 
superior rights to the Preferred Stock as to distributions, liquidation or 
vote, without the consent of the holders of at least two-thirds of the 
outstanding shares of Preferred Stock.

     9. No Implied Limitations. Except as otherwise provided by express 
provisions of these Articles of Incorporation, nothing herein shall limit, by 
inference or otherwise, the discretionary right of the Board of Directors to 
classify and reclassify and issue any shares of Preferred Stock and to fix or 
alter all terms thereof to the full extent provided in the Articles of 
Incorporation of the Corporation.

     10. General Provisions. In addition to the above provisions with respect 
to the Preferred Stock, such Preferred Stock shall be subject to, and entitled 
to the benefits Of, the provisions set forth in the Corporation's Articles of 
Incorporation with respect to Preferred Stock generally.

     11. Notices. All notices required or permitted to be given by the 
Corporation with respect to the Preferred Stock shall be in writing, and if 
delivered by first class United States mail, postage prepaid, to the holders 
of the Preferred Stock at their last addresses as they shall appear upon the 
books of the Corporation, shall be conclusively presumed to have been duly 
given, whether or not the stockholder actually receives such notice; provided, 
however, that failure to duly give such notice by mail, or any defect in such 
notice, to the holders of any stock designated for redemption, shall not 
affect the validity of the proceedings for the redemption of any other shares 
of Preferred Stock.

<PAGE>

ARTICLE VII

"SHARK REPELLANT" PROVISIONS DILUTING THE VOTING POWER OF 
BENEFICIAL OWNERS OF MORE THAN 10 PERCENT OF OUTSTANDING SHARES

     The total number of shares of all classes of common stock which the 
Corporation has authority to issue is 40,000,000 shares, consisting of twenty 
million (20,000,000) shares of common stock ("Common Stock") and twenty 
million (20,000,000) shares of common stock nonvoting ("Common Stock 
Nonvoting").

     The following is a description of each class of stock of the Corporation, 
including the preferences, conversion and other rights, voting powers, 
qualifications, limitations as to distributions, restrictions and terms and 
conditions of redemption, in respect to each class:

     (a) The Common Stock shall have exclusive voting rights and powers except 
as set forth in Subparagraph (c) of this Article; and subject, however, to the 
provisions set forth in Subparagraph (b) of this Article.

     (b)(1) From and after the date any person first becomes a Substantial 
Stockholder (as defined in clause (2)(H) of this Subparagraph) until such time 
as such person shall cease to be a Substantial Stockholder, the shares of  
Common Stock beneficially owned by the Substantial Stockholder shall have 
limited voting rights on any matter requiring their vote or consent. The 
voting rights shall be limited as follows:

               (A) The Substantial Stockholder (or the record owner(s) 
thereof) shall be entitled to one vote for each share beneficially owned by 
the Substantial Stockholder not in excess of 20% of the then issued and 
outstanding shares of Common Stock.

               (B) For all shares of Common Stock beneficially owned by the 
Substantial Stockholder in excess of 20% of the then issued and outstanding 
shares of Common Stock, the Substantial Stockholder (or the record owner(s) 
thereof) shall not be entitled to cast any votes in respect of such shares and 
such shares shall be deducted from the total number of shares of Common Stock 
outstanding for purposes of determining the proportion of Common Stock 
required to approve a matter submitted for stockholder approval or to 
constitute a quorum. To the extent that the Substantial Stockholder is 
comprised of more than one record owner, the aggregate voting power of the 
Substantial Stockholder (or such record owners) so limited for all shares of 
Common Stock beneficially owned by the Substantial Stockholder shall be 
allocated proportionately among such record owners. For each such record 
owner, this allocation shall be accomplished by multiplying the aggregate 
voting power of the then outstanding shares of Common Stock owned by the 
Substantial Stockholder by a fraction whose numerator is the number of shares 
of Common Stock owned of record by such record owner and whose denominator is 

<PAGE>

the total number of shares of Common Stock beneficially owned by the 
Substantial Stockholder. A person who is record owner of shares of Common 
Stock that are beneficially owned simultaneously by more than one person shall 
have, with respect to such shares, the right to cast the least number of votes 
that such person would be entitled to cast under this Subparagraph (b) by 
virtue of such shares being so beneficially owned by any of such persons.

          (2) For purposes of this Subparagraph (b), the following words have 
the meanings indicated:

               (A) "Affiliate," including the term "Affiliated Person," means 
a person that directly, or indirectly through one or more intermediaries, 
controls, or is controlled by, or is under common control with, a specified 
person, and includes all Associates of such person.

               (B) "Associate," when used to indicate a relationship with any 
person, means:

                    (1) Any corporation or organization (other than the 
Corporation or a Subsidiary of the Corporation) of which such person is an 
officer, director, or partner or is, directly or indirectly, the beneficial 
owner of 10% or more of any class of equity securities;

                    (2) Any trust or other estate in which such person has a 
substantial beneficial interest or as to which such person serves as trustee 
or in a similar fiduciary capacity; and

                    (3) Any relative or spouse of such person, or any relative 
of such spouse, who has the same home as such person or who is a director or 
officer of any corporation controlling, under common control with or 
controlled by such person or of any of its Affiliates.

               (C) "Beneficial Owner," when used with respect to any Common 
Stock, means a person:

                    (1) That, individually or with any of its Affiliates, 
beneficially owns Common Stock, directly or indirectly; or

                    (2) That, individually or with any of its Affiliates, has:

                         (i) The right to acquire Common Stock (whether such 
right is exercisable immediately or only after the passage of time), pursuant 
to any agreement, arrangement, or understanding or upon the exercise of 
conversion rights, exchange rights, warrants or options, or otherwise; or

<PAGE>

                         (ii) The right to vote Common Stock pursuant to any 
agreement, arrangement, or understanding; or

                    (3) That has any agreement, arrangement, or understanding 
for the purpose of acquiring, holding, voting, or disposing of Common Stock 
with any other person that beneficially owns, or whose Affiliates beneficially 
own, directly or indirectly, such shares of Common Stock; provided, however, 
that for purposes of the definition of Beneficial Owner and beneficial 
ownership, (i) no director, officer or employee of the Corporation or any 
Subsidiary (nor any Affiliate of any such director, officer or employee) shall 
solely by reason of any or all of such directors, officers or employees acting 
in their capacities as such (including, without limitation, communicating with 
a stockholder by reason of the Board of Directors) be deemed, for any purposes 
hereof, to beneficially own any shares of Common Stock beneficially owned by 
any other such director, officer, employee or stockholder (or any Affiliate 
thereof); (ii) in the case of any employee stock ownership of similar plan of 
the Corporation or of any Subsidiary heretofore or hereafter adopted in which 
the beneficiaries thereof possess the right to vote or to direct the voting of 
shares of Common Stock held by such plan, no such plan, any entity organized, 
appointed or established by the Corporation or any Subsidiary for or pursuant 
to any plan, nor any trustee or any member of an administrative committee or 
any other representative with respect thereto (nor any Affiliate of such 
trustee, administrative committee member or other such representative), solely 
by reason of such capacity of such trustee, administrative committee member or 
other such representative, shall be deemed, for any purposes hereof, to 
beneficially own any shares of Common Stock held under any such plan; (iii) a 
person shall not be deemed a beneficial owner of Common Stock solely by reason 
of a revocable proxy granted for a particular meeting of stockholders, 
pursuant to a public solicitation of proxies for such meeting complying with 
applicable rules of the Securities and Exchange Commission or any successor 
administrative body, with respect to shares of which neither such person nor 
any Affiliate of such person is otherwise deemed the beneficial owner; and 
(iv) a person shall not be deemed a beneficial owner of Common Stock solely by 
reason of Common Stock being tendered pursuant to a tender or exchange offer 
made by such person or such person's Affiliates until such tendered Common 
Stock is accepted for purchase or exchange.

               (D) "Common Stock" means the authorized shares of capital stock 
of the Corporation entitled to vote generally in the election of directors and 
does not mean the authorized shares of Common Stock Nonvoting.

<PAGE>

               (E) "Control," including the terms "Controlling," "controlled 
by" and "under common control with," means the possession, directly or 
indirectly, of the power to direct or cause the direction of the management 
and policies of a person, whether through the ownership of voting securities, 
by contract, or otherwise, and the beneficial ownership of 10% or more of the 
votes entitled to be cast by a corporation's voting stock creates a 
presumption of control.

               (F) "Person" shall mean any individual, firm, partnership, 
corporation or other entity.

               (G) "Subsidiary" means any corporation of which voting stock 
having a majority of the votes entitled to be cast is owned, directly or 
indirectly, by the Corporation.

               (H) "Substantial Stockholder" shall mean any person, other than 
the Corporation or any Subsidiary, who or which is the Beneficial Owner, 
directly or indirectly, of 20% or more of the outstanding shares of Common 
Stock (determined solely on the basis of the total number of shares so 
beneficially owned and without giving effect to the number of percentage of 
votes entitled to be cast in respect of such shares) in relation to the total 
number of shares of Common Stock issued and outstanding.

                    (4) For purposes of computing the percentage beneficial 
ownership of shares of Common Stock of a person in order to determine whether 
such person is a Substantial Stockholder, the outstanding shares of Common 
Stock shall be deemed to include shares of Common Stock which may be issuable 
(except pursuant to clause (7) of this Subparagraph (b)) by the Corporation 
pursuant to any agreement, or upon the exercise of conversion rights, 
warrants, or options or otherwise and which are deemed owned by such person 
through application of the definition of Beneficial Owner but shall not 
include any other shares of Common Stock which may be issuable by the 
Corporation to others pursuant to any agreement, or upon exercise of 
conversion rights, warrants or options, or otherwise. For all other purposes, 
the outstanding shares of Common Stock shall include such shares then 
outstanding and shall not include any shares of Common Stock which may be 
issuable by the Corporation pursuant to any agreement, or upon the exercise of 
conversion rights, warrants or options, or otherwise.

<PAGE>

                    (5) The Board of Directors shall have the power to 
determine for the purposes of this Subparagraph (b) on the basis of 
information known to them (i) the number of shares of Common Stock 
beneficially owned by any person; (ii) whether a person is an Affiliate or 
Associate of another; (iii) whether a person has an agreement, arrangement or 
understanding with another; (iv) the redemption price as provided for in 
clause (8) below; and (v) any other factual matter relating to the 
applicability or effect of this Subparagraph (b).

                    (6) The Corporation shall have the right to demand that 
any person who it reasonably believes is a Substantial Stockholder (or holds 
record shares of Common Stock beneficially owned by a person reasonably 
believed to be a Substantial Stockholder) supply the Corporation with complete 
information as to: (i) the record owner(s) of all shares of Common Stock and 
Common Stock Nonvoting beneficially owned by such persons; (ii) the number of, 
and class of, shares beneficially owned by such person and held of record by 
each such record owner and the number(s) of the stock certificate(s) 
evidencing such shares; (iii) each date or dates on which such person or the 
record owner(s) of such shares purchased the shares; and (iv) any other 
factual matter relating to the applicability or effect of this Subparagraph 
(b) as may reasonably be requested of such person, and such person shall 
furnish such information within 10 days after the receipt of such demand.

                    (7) Except as otherwise provided by law or as expressly 
provided in this clause (7), the presence, in person or by proxy, of the 
holders of record of shares of capital stock of the Corporation entitling the 
holders thereof to cast a majority of the votes (after giving effect, if any, 
to the provisions of this Subparagraph (b)) entitled to be cast by the holders 
of shares of capital stock of the Corporation entitled to vote shall 
constitute a quorum at all meetings of the shareholders, and every reference 
in these Articles of Incorporation to a majority or other proportion of 
capital stock (or the holders thereof) for purposes of determining any quorum 
requirement or any requirement for shareholders' consent or approval shall be 
deemed to refer to such majority or other proportion of the votes (or the 
holders thereof) then entitled to be cast in respect of such capital stock.

                    (8) All outstanding shares of Common Stock Nonvoting shall 
automatically, without any further act or deed on the part of the Corporation 
or any other person, be converted into shares of Common Stock on a 
share-for-share basis at such time (the "Conversion Date") as any Substantial 
Stockholder beneficially owns shares of Common Stock which entitle such 
Substantial Stockholder (after giving effect to the provisions of this 
Subparagraph (b) other than the conversion contemplated by this clause (7)) to 
cast more than 50% of the votes entitled to be cast by the holders of the then 
outstanding shares of Common Stock. In the event of an automatic conversion of 
Common Stock Nonvoting pursuant to this clause (7), certificates formerly 

<PAGE>

representing shares of Common Stock Nonvoting will thereafter be deemed to 
represent a like number of shares of Common Stock. Effective as of the 
Conversion Date, the provisions of these Articles of Incorporation which 
provide for the establishment and terms and rights of the Common Stock 
Nonvoting shall, without any further action of the Board of Directors or 
stockholders of the Corporation or any other person, be of no further force or 
effect.

                    (9) At any time after the Board of Directors determines 
that a person is a Substantial Stockholder (the "Determination Date") until 
the date on which (i) such person is no longer a Substantial Stockholder; or 
(ii) such person beneficially owns more than 90% of the then outstanding 
shares of each class of Common Stock of the Corporation, the Corporation shall 
have the right to redeem from the record owner or owners, at any time or from 
time to time, all or a portion of the shares of Common Stock and Common Stock 
Nonvoting beneficially owned by the Substantial Stockholder. The Corporation 
shall exercise the right of redemption by written notice (the "Redemption 
Notice") to the Substantial Stockholder, which notice shall be signed by the 
Chairman of the Board, the President or any Vice President of the Corporation. 
During the one-year period commencing on the Determination Date, the 
redemption price shall be the lesser of: (i) the average "market price" of 
shares of Common Stock Nonvoting for each of the 30 trading days in which 
shares of Common Stock Nonvoting shall have been traded immediately preceding 
the date of the Redemption Notice; and (ii) the average "market price" of 
shares of Common Stock Nonvoting for each of the 30 trading days in which 
shares of Common Stock Nonvoting shall have been traded immediately preceding 
the date on which the Substantial Stockholder first beneficially owned 5% or 
more of the outstanding shares of Common Stock, such price to be adjusted for 
any stock splits, stock distributions, recapitalizations or the like which 
occurred between such date and the date of the Redemption Notice. Subsequent 
to the expiration of the one-year period commencing on the Determination Date, 
the redemption price shall equal the price determined under clause (i) of the 
immediately preceding sentence. The "market price" of shares of Common Stock 
(whether Common Stock or Common Stock Nonvoting) shall mean the closing bid 
price of the shares of Common Stock Nonvoting, as published by the National 
Association of Securities Dealers Automated Quotation System ("NASDAQ"), (or 
such other quotation system of a national securities association then being 
used), or if the shares are then traded on a national securities exchange, the 
last sale price regular way thereafter as reported in the consolidated 
transaction reporting system for the shares listed or traded on such exchange. 
All rights of the Substantial Stockholder as the beneficial owner of shares of 
Common Stock (and all rights of the record owners) shall cease as to the 
shares which are the subject of a Redemption Notice. Closing for the purchase 
of the shares to be redeemed shall be made within 45 days of the date of the 
Redemption Notice. If there is more than one record owner of the shares of 
Common Stock beneficially owned by the Substantial Stockholder, the 
Corporation shall, to the extent the Board of Directors deems it practicable, 
redeem the shares of each such class to be redeemed from each of the record
 
<PAGE>

owners on a pro rata basis based on the total number of shares of the class 
to be redeemed owned by each such record owner.

                    (10) Any determinations made by the Board of Directors 
pursuant to this Subparagraph (b), in good faith on the basis of such 
information and assistance as was then reasonably available for such purpose, 
shall be conclusive and binding upon the Corporation and its shareholders, 
including any Substantial Stockholder.

                    (11) Nothing contained in this Subparagraph (b) shall be 
construed to relieve any Substantial Stockholder from any fiduciary 
obligation imposed by law.

                    (12) Any amendment, alteration, change or repeal of this 
Subparagraph (b) shall, in addition to any other vote or approval required by 
law or these Articles of Incorporation, require (i) the affirmative vote of 
the holders of at least 80% of the total number of votes entitled to be cast 
by the holders of all of the then outstanding shares of Common Stock (as 
determined in accordance with the provisions of this Subparagraph (b)), voting 
as a single class; and (ii) the affirmative vote of the holders of at least 
80% of the then outstanding shares of Common Stock Nonvoting, voting as a 
separate class.

                    (13) Notwithstanding anything to the contrary in these 
Articles of Incorporation, in the event that, as a result of the enactment in 
the future of any law, rule or regulation binding upon the Corporation, the 
shares of Common Stock Nonvoting will become ineligible to be quoted and will 
cease to be quoted by NASDAQ or any successor entity and upon such quote 
cessation will not be listed or admitted to trading on any national securities 
exchange solely due to the vote limitations contained in clause (1) of this 
Subparagraph (b), such determination to be made by the Board of Directors of 
the Corporation, the provisions of these Articles of Incorporation providing 
for the vote limitation on the votes entitled to be cast by a Substantial 
Stockholder shall, without further action or deed by the Corporation, its 
directors or stockholders or any other person, be of no further force or 
effect, effective as of the latest date on which such law, rule or regulation 
permits or requires such a provision to become ineffective, to the extent 
necessary in order for the Common Stock Nonvoting to remain eligible for 
quotation on NASDAQ or any successor entity or be eligible for listing on any 
national securities exchange.

<PAGE>

     (c) Each share of the Common Stock Nonvoting shall have exactly the same 
rights, terms and conditions as each share of Common Stock, except that the 
shares of Common Stock Nonvoting shall have no voting rights, except the 
Common Stock Nonvoting shall have the right to vote on: (1) a consolidation of 
the Corporation with another corporation, (2) a merger of the Corporation into 
another corporation, (3) a merger of the Corporation where the Corporation is 
the surviving corporation but the capital stock of the Corporation is 
converted into other securities or property, (4) a participation by the 
Corporation in a statutory share exchange whereby the capital stock of the 
Corporation is converted into other securities or property, (5) a dissolution 
of the Corporation, (6) a sale of all or substantially all of the assets of 
the Corporation not in the ordinary course of business, and (7) any amendment 
of these Articles of Incorporation repealing the right of the Common Stock 
Nonvoting to vote on any of the matters specified in this Subparagraph. As to 
all matters on which the Common Stock Nonvoting is entitled to vote, the 
Common Stock Nonvoting shall vote separately as one class, and the Common 
Stock shall vote separately as another class. The right of the Common Stock 
Nonvoting to vote cannot be repealed except by (a) the affirmative vote of the 
holders of a majority of the outstanding shares of the Common Stock Nonvoting, 
voting separately as one class; and (b) the affirmative vote of the holders of 
a majority of the total number of votes entitled to be cast by the holders of 
all the outstanding shares of the Common Stock (after taking into account the 
provisions of Subparagraph (b) immediately preceding this Subparagraph(c)), 
voting separately as another class. The provisions of this Subparagraph (c) 
providing that the Common Stock and the Common Stock Nonvoting vote as 
separate classes cannot be amended, altered, changed or repealed except by (i) 
the affirmative vote of the holders of at least 80% of the total number of 
votes entitled to be cast by the holders of all the then outstanding shares of 
Common Stock (after taking into account the provisions of Subparagraph (b) 
immediately preceding this Subparagraph (c)), voting separately as one class; 
and (ii) the affirmative vote of the holders of at least 80% of the total 
number of votes entitled to be cast by the holders of all of the then 
outstanding shares of Common Stock Nonvoting, voting separately as another 
class. The rights granted to Common Stock Nonvoting are not a limitation of 
any kind upon the sole and exclusive voting rights and powers of the Common 
Stock except in the limitations before set forth.

<PAGE>

ARTICLE VIII

SPECIAL PROVISIONS WHEN TWO CLASSES OF COMMON STOCK ARE
AUTHORIZED IN THE ARTICLES OF INCORPORATION

     Election and Filling of Vacancies. With respect to the election of the 
Board of Directors of the Corporation:

     (1) the holders of Class A Common Stock (a) shall nominate and elect one 
(1) director who shall be known as the Class A Director, and (b) in the event 
of the death, disability, removal, resignation or refusal to act of the Class 
A Director, the holders of Class A Common Stock, to the exclusion of the 
holders of all other classes of stock of the Corporation, shall nominate and 
elect a director to fill the vacancy so created by such death, disability, 
removal, resignation or refusal to act; and

     (2) the holders of Class B Common Stock (a) shall nominate and elect two 
(2) directors who shall be known as the Class B Directors, and (b) in the 
event of the death, disability, removal, resignation or refusal to act of any 
or all of the Class B Directors, the holders of the Class B Common Stock, to 
the exclusion of the holders of all other classes of stock of the Corporation, 
shall nominate and elect one or more directors to fill the vacancy or 
vacancies so created by such death, disability, removal, resignation or 
refusal to act.

ARTICLE IX

HIGH QUORUM PROTECTIVE PROVISIONS

     Quorum. The presence in person or by proxy of the holders of record of 
all of the shares of the capital stock of the Corporation issued and 
outstanding and entitled to vote thereat shall constitute a quorum at all 
meetings of the stockholders, except as otherwise provided by the Colorado 
Business Corporation Act, by the Articles of Incorporation or by these Bylaws. 
If less than a quorum shall be in attendance at the time for which the meeting 
shall have been called, the meeting may be adjourned from time to time by a 
majority vote of the stockholders present or represented, without any notice 
other than by announcement at the meeting, until a quorum shall attend. At any 
adjourned meeting at which a quorum shall attend, any business may be 
transacted which might have been transacted if the meeting had been held as 
originally called.

<PAGE>

ARTICLE X

PREEMPTIVE RIGHTS

      A shareholder of the corporation shall not be entitled to a preemptive 
or preferential right to purchase, subscribe for, or otherwise acquire any 
unissued or treasury shares of stock of the corporation, or any options or 
warrants to purchase, subscribe for or otherwise acquire any such unissued or 
treasury shares, or any shares, bonds, notes, debentures, or other securities 
convertible into or carrying options or warrants to purchase, subscribe for or 
otherwise acquire any such unissued or treasury shares.  

ARTICLE XI

CUMULATIVE VOTING

      The shareholders shall not be entitled to cumulative voting.  

ARTICLE XII

SHARE TRANSFER RESTRICTIONS

      The corporation shall have the right to impose restrictions upon the 
transfer of any of its authorized shares or any interest therein.  The board 
of directors is hereby authorized on behalf of the corporation to exercise the 
corporation's right to so impose such restrictions.  

ARTICLE XIII

REGISTERED OFFICE AND AGENT

      The address of the initial registered office of the corporation shall be 
17 West Cheyenne Mountain Boulevard, Colorado Springs, CO 80906, and the name 
of the initial registered agent at such address is Mark T. Thatcher, Esq.  
Either the registered office or the registered agent may be changed in the 
manner provided by law.  

THE UNDERSIGNED CONSENTS TO THE APPOINTMENT AS 
THE INITIAL REGISTERED AGENT

______________________________
REGISTERED AGENT

<PAGE>

ARTICLE XIV

BOARD OF DIRECTORS

      The board of directors of the corporation shall consist of no more than 
nine (9) directors, and the names and addresses of the persons who are serving 
as directors until their successors are elected and shall qualify are as 
follows:  

Name                      Title                    Address

Larry Bestor              President,               460 Cedar Street
                          Chairman of the Board    Fond du Lac, WI 54935     
     
William Geenen            CFO/Treasurer            460 Cedar Street
                                                   Fond du Lac, WI 54935
  
Blade Thomas              Vice President           460 Cedar Street
                                                   Fond du Lac, WI 54935

Mark Thatcher             Secretary                460 Cedar Street
                                                   Fond du Lac, WI 54935

Steven Sorenson           Director                 460 Cedar Street
                                                   Fond du Lac, WI 54935

Dr. William Sybesma       Director                 460 Cedar Street
                                                   Fond du Lac, WI 54935

     The  number of directors shall be fixed in accordance with the bylaws. 

ARTICLE XV

INDEMNIFICATION

      The corporation may:  

      (A)  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, fiduciary or agent of the 
corporation or is or was serving at the request of the corporation as a 
director, officer, employee, fiduciary or agent of another corporation, 
partnership, joint venture, trust, or other enterprise, against expenses 
(including attorney fees), judgments, fines, and amounts paid in settlement 
actually and reasonably incurred by him in connection with such action, suit, 
or proceeding, if he 

<PAGE>

acted in good faith and in a manner he reasonably believed to be in the best 
interests of the corporation and, with respect to any criminal action or 
proceeding, 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 plea 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 which he reasonably believed to be in the best interests of the 
corporation and, with respect to any criminal action or proceeding, had 
reasonable cause to believe his conduct was unlawful.  

      (B)  The corporation may 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 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, officer, employee, fiduciary or agent of 
another corporation, partnership, joint venture, trust or other enterprise 
against expenses (including attorney fees) actually and reasonably incurred by 
him in connection with the defense or settlement of such action or suit if he 
acted in good faith and in a manner he reasonably believed to be in the best 
interests of the corporation; but no indemnification shall be made in respect 
of any claim, issue, or matter as to which such person has been 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 in which such action 
or suit was brought determines upon application that, despite the adjudication 
of liability, but in view of all circumstances of the case, such person is fairl
y and reasonably entitled to indemnification for such expenses which such 
court deems proper.  

      (C)  To the extent that a director, officer, employee, fiduciary or 
agent of a corporation has been successful on the merits in defense of any 
action, suit, or proceeding referred to in (A) or (B) of this Article XI or in 
defense of any claim, issue, or matter therein, he shall be indemnified 
against expenses (including attorney fees) actually and reasonably incurred by 
him in connection therewith.  

      (D)  Any indemnification under (A) or (B) of this Article XI (unless 
ordered by a court) and as distinguished from (C) of this Article shall be 
made by the corporation only as authorized in the specific case upon a 
determination that indemnification of the director, officer, employee, 
fiduciary or agent is proper in the circumstances because he has met the 
applicable standard of conduct set forth in (A) or (B) above.  Such 
determination shall be made by the board of directors by a majority vote of a 
quorum consisting of directors who were not parties to such action, suit, or 
proceeding, or, if such a quorum is not obtainable or, even if obtainable, if 
a quorum of disinterested directors so directs, by independent legal counsel 
in a written opinion, or by the shareholders.  

      (E)  Expenses (including attorney fees) incurred in defending a civil or 
criminal action, suit, or proceeding may be paid by the corporation in advance 
of the final disposition of such action, suit, or proceeding as authorized in 
(C) or (D) of this Article XI upon receipt of an undertaking by or on behalf 
of the director, officer, employee, fiduciary or agent to repay such amount 
unless it is ultimately determined that he is entitled to be indemnified by 
the corporation as authorized in this Article XI.  

      (F)  The indemnification provided by this Article XI shall not be deemed 
exclusive of any other rights to which those indemnified may be entitled under 
any bylaw, agreement, vote of shareholders or disinterested directors, or 
otherwise, and any procedure provided for by any of the foregoing, both as to 
action in his official capacity and as to action in another capacity while 
holding such office, and shall continue as to a person who has ceased to be a 
director, officer, employee, fiduciary or agent and shall inure to the benefit 
of heirs, executors, and administrators of such a person.  

      (G)  The corporation may purchase and maintain insurance on behalf of 
any person who is or was a director, officer, employee, fiduciary or agent of 
the corporation or who is or was serving at the request of the corporation as 
a director, officer, employee, fiduciary or agent of another corporation, 
partnership, joint venture, trust or other enterprise against any liability 
asserted against him and incurred by him in any such capacity or arising out 
of his status as such, whether or not the corporation would have the power to 
indemnify him against such liability under provisions of this Article XI.  

ARTICLE XVI

TRANSACTIONS WITH INTERESTED DIRECTORS

      No contract or other transaction between the corporation and one (1) or 
more of its directors or any other corporation, firm, association, or entity 
in which one (1) or more of its directors are directors or officers, or are 
financially interested, shall be either void or voidable solely because of 
such relationship or interest, or solely because such directors are present at 
the meeting of the board of directors or a committee thereof which authorizes, 
approves, or ratifies such contract or transaction, or solely because their 
votes are counted for such purpose if:  

      (A)  The fact of such relationship or interest is disclosed or known to 
the board of directors or committee which authorizes, approves, or ratifies 
the contract or transaction by a vote or consent sufficient for the purpose 
without counting the votes or consents of such interested directors;  

      (B)  The fact of such relationship or interest is disclosed or known to 
the shareholders entitled to vote and they authorize, approve, or ratify such 
contract or transaction by vote or written consent; or  

      (C)  The contract or transaction is fair and reasonable to the 
corporation.  

      Common or interested directors may be counted in determining the 
presence of a quorum at a meeting of the board of directors or a committee 
thereof which authorizes, approves, or ratifies such contract or 
transaction.  

<PAGE>

ARTICLE XVII

VOTING OF SHAREHOLDERS

      If a quorum is present, the affirmative vote of a majority of the 
outstanding shares represented at the meeting and entitled to vote thereon, or 
of any class or series, shall be the act of the shareholders.  

IN WITNESS WHEREOF, the corporation ratified and signed these Articles of 
Incorporation on June 12, 1998.

ATI NETWORKS, INC.

LARRY BESTOR,
President, Chairman of the Board