EXHIBIT 10.28

                            STOCK PURCHASE AGREEMENT



                                                              February 16, 2001


The Board of Directors
Quentra Networks, Inc.
1640 South Sepulveda Blvd.
Suite 222
Los Angeles, California 90025


Gentlemen:

         Quentra Networks, Inc., a Delaware corporation ("Quentra"), has filed
for protection from its creditors under Chapter 11 of the Bankruptcy Code.
Quentra's bankruptcy proceedings are, at present, pending before the United
States Bankruptcy Court for the Central District of California (the "Bankruptcy
Court").

         Group Long Distance, Inc., a Florida corporation ("GLDI"), shall
acquire from Quentra, on the terms and subject to the conditions (including
without limitation the approval of the Bankruptcy Court hereof and the
transactions contemplated hereby), set forth in this Stock Purchase Agreement
(the "Agreement"), all of the issued and outstanding securities of HomeAccess
Microweb, Inc., a California corporation ("HomeAccess"). This Agreement is
intended to be, and shall be construed, as a binding obligation of the parties
hereto.


                              I. Sale and Purchase
                              --------------------

A.       Purchase of Securities of HomeAccess
         ------------------------------------

         GLDI shall purchase from Quentra all of the issued and outstanding
securities of HomeAccess for a purchase price of $4,100,000. The purchase price
shall be payable at closing as follows:

         1. by the delivery to Quentra of cash or other immediately available
funds in the amount of $100,000; and

         2. by the delivery to Quentra of 200,000 shares of Series A Preferred
Stock of GLDI (the "Series A Preferred Stock").


<PAGE>


B.       Series A Preferred Stock
         ------------------------

         At or prior to closing, the Board of Directors of GLDI shall approve
Articles of Amendment creating the Series A Preferred Stock in substantially the
form attached hereto as Exhibit A and cause such Articles of Amendment to be
filed with the Department of State of the State of Florida. The shares of Series
A Preferred Stock to be issued to Quentra at closing shall have the
characteristics set forth in Exhibit A attached hereto.

C.       Registration Rights Agreement
         -----------------------------

         At closing, a Registration Rights Agreement will be entered into
between Quentra and GLDI. Pursuant to such agreement, Quentra shall be entitled
to exercise demand registration rights on one occasion at any time commencing
one year from and after the closing with respect to shares of common stock of
GLDI acquired by Quentra upon the conversion of shares of Series A Preferred
Stock. Such Registration Rights Agreement will contain customary
representations, warranties, covenants and agreements.

D.       Investment Letter
         -----------------

         At closing, Quentra shall execute and deliver to GLDI an investment
letter containing customary representations, warranties, covenants and
agreements so as to permit the issuance and transfer of shares of Series A
Preferred Stock to Quentra to qualify for an exemption from the registration
provisions of the Securities Act of 1933 and any applicable state securities or
blue sky laws.

E.       Purchase of Securities of HAT
         -----------------------------

         GLDI shall purchase from Barbara Conrad and/or DQE Enterprises, Inc., a
Pennsylvania corporation ("DQE"), all of the issued and outstanding securities
of HA Technology, Inc., a Delaware corporation ("HAT"), on terms and conditions
acceptable to the parties. Such transaction shall be evidenced by a separate
letter agreement to be negotiated and prepared by the appropriate parties.

         Quentra, Barbara Conrad and Jerry Conrad (collectively, the "Conrads"),
and DQE have previously entered into that certain Option Agreement dated October
19, 2000 (the "Option Agreement"), pursuant to which Quentra obtained the option
to purchase securities or all of the assets, as the case may be, of HAT. The
Option Agreement shall be canceled upon the closing of the transactions
contemplated by this Agreement.

                                       2
<PAGE>

F.       Conditions Precedent to Proposed Transactions
         ---------------------------------------------

         The closing of the transactions contemplated by this Agreement is
expressly subject to the satisfaction of the following conditions precedent (any
or all of which may be waived in the sole discretion of GLDI):

         1. All investigations of HomeAccess and HAT and their respective
businesses, operations and affairs undertaken by or on behalf of GLDI shall have
been completed to the satisfaction of GLDI, and GLDI shall have received such
favorable legal, financial, business and audit reports with respect to
HomeAccess and HAT and their respective businesses and affairs as GLDI may
require.

         2. Written budgets and business and marketing plans with respect to the
operations of HomeAccess shall have been prepared by the respective managements
of HomeAccess and GLDI, and approved by the Board of Directors of GLDI.

         3. Quentra, HomeAccess, HAT, and the Conrads shall have complied fully
and promptly with their respective covenants and agreements set forth in the
section of this Agreement entitled "II. Certain Covenants of the Parties,"
below.

         4. Such agreements, documents and instruments as may be necessary,
convenient or desirable in order to implement the transactions contemplated by
this Agreement (including without limitation the Registration Rights Agreement
and the Investment Letter referred to above), in form and in substance
acceptable to the parties, shall have been executed and delivered by the
respective parties (collectively, the "Implementing Documents").

         5. The transactions contemplated by this Agreement and the Implementing
Documents shall have been approved by the Board of Directors of GLDI.

         6. The transactions contemplated by this Agreement and the Implementing
Documents shall have been approved by all regulatory authorities required to
approve such transactions, and all statutory and regulatory waiting periods
shall have lapsed.

         7. No material adverse change shall have occurred in HomeAccess or HAT
or their respective businesses, operations, affairs, revenues, expenses, assets,
properties or liabilities.

         8. GLDI shall have received the opinion of its financial advisor, in
form and in substance satisfactory to the Board of Directors of GLDI, that the
transactions contemplated hereby are fair from a financial point of view to the
shareholders of GLDI.

         9. No brokers', finders' or other similar commissions or payments shall
have become payable in connection with the transactions contemplated by this
Agreement, other than the sole commission agreed to by Quentra and GLDI prior to
the date of this Agreement.

                                       3

<PAGE>


         10. GLDI shall have acquired or entered into a binding agreement to
acquire all of the issued and outstanding securities of HAT on terms and
conditions acceptable to GLDI.

         11. The Option Agreement shall have been canceled.

         12. This Agreement and all of the transactions contemplated hereby
shall have been approved by the Bankruptcy Court.

G.       Closing
         -------

         The closing of the transactions contemplated by this Agreement (the
"closing") shall occur at the offices of McDermott, Will & Emery, 2049 Century
Park East, Los Angeles, California 90067-3208, on such date and at such time as
the parties shall mutually agree; provided, however, that the closing shall not
occur later than April 16, 2001 or such other date as the parties may agree in
writing.

         At closing, Quentra shall deliver to GLDI one or more certificates
representing all of the issued and outstanding securities of HomeAccess,
together with appropriate forms of assignment, separate from certificates,
endorsed in blank, with medallion signature guaranties. At closing, GLDI shall
deliver to Quentra cash or other immediately available funds in the amount of
$100,000 and one or more certificates issued in the name of Quentra representing
200,000 shares of Series A Preferred Stock.

         At closing, Quentra and GLDI shall execute and deliver all required
Implementing Documents.


                      II. Certain Covenants of the Parties
                          --------------------------------

A.       Investigation
         -------------

         GLDI and Quentra shall have a period of time, commencing on the date of
this Agreement and terminating at the close of business on April 16, 2001 in
which to make such investigations of HomeAccess and HAT or GLDI, as the case may
be, and their respective assets, liabilities, revenues, expenses, businesses,
operations and affairs, as GLDI or Quentra, as the case may be, may determine,
at each party's sole expense (except as otherwise provided in this Agreement).
Each of Quentra, HomeAccess, HAT, the Conrads and GLDI understands and
acknowledges that, in connection with such investigation, GLDI and Quentra will
expend significant sums of money and management time and energy.

                                       4

<PAGE>


         Quentra, HomeAccess, HAT and the Conrads and GLDI, as applicable,
shall:

         1. provide to the other party and its representatives, during normal
business hours or otherwise if so requested, full access to all of the
properties, assets, personnel, agreements, commitments, projections, budgets,
plans, reports, files, books and records of Quentra, HomeAccess and HAT or GLDI,
as the case may be, in whatever form;

         2. furnish to GLDI or Quentra, as the case may be, and its
representatives all data and information concerning the business, operations,
assets, properties, liabilities, revenues, expenses and affairs of Quentra,
HomeAccess and HAT or GLDI, as the case may be, as GLDI or Quentra, as the case
may be, and its representatives may reasonably request;

         3. use their best efforts to cause the past and present auditors and
accounting personnel of Quentra, HomeAccess and HAT or GLDI, as the case may be,
to make available to GLDI or Quentra, as the case may be, and its
representatives all financial information relating to Quentra, HomeAccess and
HAT or GLDI, as the case may be, as is reasonably requested, including the right
to examine all working papers pertaining to audits and reviews previously or
hereafter made by such auditors;

         4. use their best efforts to cause the various attorneys for Quentra,
HomeAccess and HAT or GLDI, as the case may be, to make available to GLDI or
Quentra, as the case may be, and its representatives all information relating to
Quentra, HomeAccess and HAT or GLDI, as the case may be, the litigation to which
any of them may be a party and any contingent liabilities to which any of them
may be subject; and

         5. provide such cooperation as GLDI or Quentra, as the case may be, and
its representatives may reasonably request in connection with any audit, review
or investigation of Quentra, HomeAccess and HAT or GLDI, as the case may be,
which GLDI or Quentra, as the case may be, may direct its representatives to
make.

C.       Termination of Agreement
         ------------------------

         This Agreement, except for subsections F, G, H, I and J of the section
entitled "II. Certain Covenants of the Parties" and except for subsections A, B,
C, D, E, F and G of the section entitled "III. Miscellaneous Provisions," shall
terminate upon the earliest to occur of (i) the closing of the transactions
contemplated by this Agreement, (ii) the failure of the parties to close the
transactions contemplated by this Agreement on or before April 16, 2001 or such
other date as the parties may agree in writing (the "Termination Date"), or
(iii) the written agreement of the parties to terminate this Agreement.

D.       Preservation of Business Organization
         -------------------------------------

         From and after the date of this Agreement and through the Termination
Date, Quentra, HomeAccess, HAT and the Conrads and GLDI, as applicable, shall
use their best efforts to: (a) preserve and keep intact the business
organization of HomeAccess, HAT and GLDI, as applicable, (b) keep available to
HomeAccess, HAT and GLDI, as applicable, the services of its present officers

                                       5

<PAGE>


and employees, and (c) preserve the good will of the customers, suppliers,
creditors and others having business relations with HomeAccess, HAT and GLDI, as
applicable.

E.       Exclusivity
         -----------

         In consideration of the significant sums of money and management time
and energy to be expended by Quentra and GLDI in connection with the
investigation of the other party or parties and their respective businesses,
operations and affairs as described above, and GLDI's obligations set forth
under the subsection entitled "F. Confidentiality" below, from and after the
date of this Agreement and through the Termination Date, without the prior
written consent of the other parties:

         1. except as otherwise contemplated by this Agreement and as required
by Quentra's obligations as a debtor-in-possession under Chapter 11 of the
Bankruptcy Code, each of Quentra, HomeAccess, HAT and the Conrads shall refrain
from taking any action, directly or indirectly, to encourage, initiate or engage
in any discussions or negotiations with, or provide any information to, any
person or entity, other than GLDI and its representatives, concerning (a) any
issuance, sale, exchange or purchase of securities of HomeAccess or HAT, (b) any
merger, consolidation, sale, lease or exchange of all or substantially all of
the assets, or reorganization or recapitalization, involving HomeAccess or HAT,
or (c) any other transaction not in the ordinary and usual course of business of
HomeAccess or HAT.

         2. except as otherwise contemplated by this Agreement, HomeAccess shall
not, and Quentra shall not permit HomeAccess to, directly or indirectly, (a)
enter into any agreement to issue, sell, exchange or purchase any securities of
HomeAccess or warrants, options, calls, convertible securities or other rights
to purchase securities of HomeAccess or issue, sell, exchange or purchase any
securities of HomeAccess or warrants, options, calls, convertible securities or
other rights to purchase securities of HomeAccess, (b) enter into any agreement
to merge or consolidate with any person or entity or merge or consolidate with
any person or entity, (c) enter into any agreement to sell, lease or exchange
all or substantially all of its assets or sell, lease or exchange all or
substantially all of its assets, (d) enter into any agreement to reorganize or
recapitalize or reorganize or recapitalize, or (e) enter into any agreement to
engage in any transaction not in the ordinary and usual course of business or
engage in any transaction not in the ordinary and usual course of business.

         3. HomeAccess shall not, and Quentra shall not permit HomeAccess to,
directly or indirectly, enter into any agreement to pledge, grant a security
interest in, hypothecate or otherwise encumber all or substantially all of its

                                       6
<PAGE>

assets and properties or pledge, grant a security interest in, hypothecate or
otherwise encumber all or substantially all of its assets and properties, except
to the extent that any of such assets and properties are subject to a bona fide
pledge, security interest, mortgage, lien or encumbrance to a third party on the
date of this Agreement and except to GLDI to secure a loan approved by the
Bankruptcy Court.

         4. HomeAccess shall not, and Quentra shall not permit HomeAccess to,
directly or indirectly, amend, modify or terminate any provision of the
Certificate of Incorporation or Bylaws of HomeAccess.

         5. HomeAccess shall not, and Quentra shall not permit HomeAccess to,
directly or indirectly, enter into any agreement to amend, modify, terminate,
sell, exchange, pledge, grant a security interest in, hypothecate or otherwise
encumber any of its rights in that certain License Agreement dated as of October
19, 2000 by and between HomeAccess and HAT (the "License Agreement") or amend,
modify, terminate, sell, exchange, pledge, grant a security interest in,
hypothecate or otherwise encumber any of its rights in the License Agreement,
except to GLDI to secure a loan approved by the Bankruptcy Court.

         6. HAT shall not, and the Conrads shall not permit HAT to, directly or
indirectly, enter into any agreement to amend, modify, terminate, sell,
exchange, pledge, grant a security interest in, hypothecate or otherwise
encumber any of its rights in the License Agreement or amend, modify, terminate,
sell, exchange, pledge, grant a security interest in, hypothecate or otherwise
encumber any of its rights in the License Agreement.

         7. Quentra shall not, directly or indirectly, enter into any agreement
to amend, modify, terminate, sell, exchange, pledge, grant a security interest
in, hypothecate or otherwise encumber any of its rights in the Option Agreement
or amend, modify, terminate, sell, exchange, pledge, grant a security interest
in, hypothecate or otherwise encumber any of its rights in the Option Agreement.

F.       Confidentiality
         ---------------

         Each of Quentra and GLDI acknowledges that it has previously executed
and delivered to the other a confidentiality letter dated November 15, 1999.
Each of Quentra and GLDI shall hold all data and information obtained with
respect to Quentra, HomeAccess and HAT and GLDI, as the case may be, in
confidence in accordance with such confidentiality letter; provided, however,
that Quentra may make such disclosures as are deemed necessary by outside legal
counsel to Quentra for a debtor-in-possession under Chapter 11 of the Bankruptcy
Code. If such disclosure is deemed necessary by outside legal to Quentra, then
Quentra shall give GLDI reasonable prior notice thereof.

G.       Public Announcements
         --------------------

         Quentra and GLDI shall consult with one another before issuing, and
shall provide one another with the opportunity to review and comment upon, any
press release or other public statement with respect to the transactions

                                       7

<PAGE>

contemplated by this Agreement. Neither Quentra nor GLDI shall issue any press
release or other public statement prior to such consultation, except as may be
required by applicable law, judicial or administrative process or obligations
imposed pursuant to any listing agreement with a stock exchange or the National
Association of Securities Dealers, Inc.

H.       Topping Provisions
         ------------------

         1. If there shall occur a breach or violation by Quentra or HomeAccess
of any of their covenants and agreements set forth in subsection E of the
section entitled "II. Certain Covenants of the Parties," above, then Quentra and
HomeAccess shall be liable to GLDI, and shall immediately pay to GLDI, an amount
in cash or other immediately available funds equal to the sum of (i) the
reasonable documented out-of-pocket expenses (including without limitation fees
and expenses of legal counsel, accountants and investment bankers) actually
incurred by GLDI in connection with the investigations, reviews, audits,
negotiations, discussions, preparation of agreements and documents (including
without limitation this Agreement) and other actions taken by or on behalf of
GLDI as contemplated by this Agreement and (ii) $250,000.

         2. Each of Quentra and HomeAccess acknowledges that the provisions
contained in this subsection entitled "H. Topping Provisions" are an integral
part of the agreements of the parties and that, without these provisions, GLDI
would not execute and deliver this Agreement. Accordingly, if Quentra or
HomeAccess fails to pay any amount pursuant to this subsection entitled "H.
Topping Provisions" when required to do so, then Quentra and HomeAccess shall be
liable to GLDI for, and shall pay to GLDI, the full amount of GLDI's reasonable
costs and expenses (including without limitation reasonable fees and expenses of
legal counsel) incurred in connection with all efforts (including suit or other
adversary proceeding) to collect any amounts which may become due and payable
pursuant to this subsection entitled "H. Topping Provisions," together with
interest computed on any amounts due and payable pursuant hereto (computed from
the date when such amounts were initially due and payable) at the prime rate of
interest announced from time to time by Citibank, N.A.

         3. GLDI represents and acknowledges that the damages payable to it as
set forth in this subsection entitled "H. Topping Provisions," is GLDI's sole
and exclusive remedy for the breach or non-compliance by Quentra or HomeAccess
with their obligations hereunder, including the exclusivity provisions set forth
in the subsection entitled "E. Exclusivity," above.

         4. Any amount which may become payable by Quentra and HomeAccess to
GLDI in connection with any loan approved by the Bankruptcy Court shall be in
addition to any amount which may become payable by them to GLDI pursuant to this
subsection entitled "H. Topping Provisions."

                                       8

<PAGE>

I.       Termination of Agreement and Plan of Merger
         -------------------------------------------

         Quentra, Coyote-GLD Acquisition, Inc., a Florida corporation
("Acquisition"), and GLDI have previously entered into an Agreement and Plan of
Merger dated as of May 1, 2000 (the "Initial Agreement"). The Initial Agreement
was amended and modified by a First Amendment to Agreement and Plan of Merger
dated as of July 31, 2000 (the "First Amendment"). The Initial Agreement and the
First Amendment are hereinafter collectively referred to as the "Merger
Agreement."
         GLDI has previously terminated the Merger Agreement. Quentra and
Acquisition release and discharge GLDI, and GLDI releases and discharges Quentra
and Acquisition, from all liabilities, claims and actions arising from the
execution, delivery and performance of the Merger Agreement.

J.       Indemnification
         ---------------

         Quentra and HomeAccess shall indemnify and hold harmless GLDI and its
directors, officers, employees and agents from and against the full amount of
any and all claims, demands, actions and proceedings brought against any of them
by any creditor, noteholder, supplier, vendor or stockholder of Quentra or
HomeAccess , or any other third party engaged in any relationship with Quentra
or HomeAccess, based upon any matter arising out of or related in any manner to
this Agreement.


                          III. Miscellaneous Provisions
                               ------------------------

A.       Governing Law
         -------------

         The provisions of this Agreement shall be governed by, and shall be
construed and interpreted in accordance with, the laws of the State of Florida,
without giving effect to the principles of conflicts of law thereof.

B.       Entire Agreement
         ----------------

         This Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and arrangements, both oral and written, among the
parties with respect to such subject matter. This Agreement may not be amended
or modified in any manner, except by a written instrument executed by each of
the parties.

                                       9

<PAGE>


C.       Benefits; Binding Effect
         ------------------------

         This Agreement shall be for the benefit of, and shall be binding upon,
the parties and their respective heirs, personal representatives, executors,
legal representatives, successors and assigns.

D.       Severability
         ------------

         The invalidity of any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part hereof,
all of which are inserted conditionally on their being valid in law. If any one
or more of the words, phrases, sentences, clauses or sections contained in this
Agreement shall be declared invalid by a court of competent jurisdiction, then,
in any such event, this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, or section
or sections had not been inserted.

E.       Waiver
         ------

         The waiver by any party of a breach or violation of any provision of
this Agreement by any other party shall not operate nor be construed as a waiver
of any subsequent breach or violation, nor as a waiver by any other party of
such breach or violation, nor as a waiver by any other party of any subsequent
breach or violation. The waiver by any party to exercise any right or remedy it,
he or she may possess shall not operate nor be construed as a bar to the
exercise of such right or remedy by such party upon the occurrence of any
subsequent breach or violation, nor as a bar to the exercise of any right or
remedy by any other party.

F.       Headings
         --------

         The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of any or all
of the provisions hereof.

 G.      Counterparts
         ------------

         This Agreement may be executed in any number of counterparts and by the
separate parties in separate counterparts, each of which shall be deemed to
constitute an original and all of which shall be deemed to constitute the one
and the same instrument.

H.       Exclusivity Regarding HAT
         -------------------------

         If there shall occur a breach or violation by HAT or the Conrads of any
of their covenants and agreements set forth in subsection E of the section
entitled "II. Certain Covenants of the Parties," above, then HAT and the Conrads
shall be liable to GLDI, and shall immediately pay to GLDI, an amount in cash or
other immediately available funds equal to the sum of (i) the reasonable
documented out-of-pocket expenses (including without limitation fees and
expenses of legal counsel, accountants and investment bankers) actually incurred

                                       10

<PAGE>

by GLDI in connection with the investigations, reviews, audits, negotiations,
discussions, preparation of agreements and documents (including without
limitation this Agreement) and other actions taken by or on behalf of GLDI as
contemplated by this Agreement and (ii) $250,000.

I.       Bankruptcy Court Approval
         -------------------------

         This Agreement shall be subject to the approval of the Bankruptcy
Court. If the Bankruptcy Court shall fail for any reason to approve this
Agreement, then this Agreement shall be null and void ab initio, and no party
shall have any liability to any other party by reason of its, his or her
execution and delivery hereof.


         If this Agreement sets forth our mutual agreement, please execute a
copy of it in the appropriate space below and return it to GLDI.


                                        Sincerely,

                                        GROUP LONG DISTANCE, INC.



                                        By /s/ Glenn S. Koach
                                           -------------------------------
                                               Glenn S. Koach, President



         The provisions of the foregoing Agreement are accepted and agreed to on
February 20, 2001.


QUENTRA NETWORKS, INC.                  HOMEACCESS MICROWEB, INC.



By /s/ Bruce Ballenger                  By /s/ Bruce Ballenger
   -------------------------------         -------------------------------
       Bruce Ballenger,                        Bruce Ballenger, Director
       Chief Executive Officer



HA TECHNOLOGY, INC.                     COYOTE-GLD ACQUISITION, INC.



By /s/ Jerry Conrad                     By /s/ Timothy Atkinson
   ------------------------------          -------------------------------
       Jerry Conrad, President                 Timothy G. Atkinson, President




   /s/ Jerry Conrad                        /s/ Barbara Conrad
   -------------------------------         -------------------------------
       Jerry Conrad                            Barbara Conrad

                                       11

<PAGE>

                                    Exhibit A

                            Group Long Distance, Inc.

                              Articles of Amendment
                                    Creating
                            Series A Preferred Stock
                            ------------------------

         1. Creation. Pursuant to the applicable provisions of the Florida
Business Corporation Act and Article VII of the Amended and Restated Articles of
Incorporation of Group Long Distance, Inc., a Florida corporation (the
"corporation"), the Board of Directors of the corporation creates and
establishes a series of Preferred Stock, no par value per share, which shall be
designated "Series A Preferred Stock." The corporation may issue up to an
aggregate of Two Hundred Thousand (200,000) shares of Series A Preferred Stock.

         2. Certain Definitions. Unless the context otherwise requires, the
terms defined in this Section 2 shall have, for all purposes hereof, the
respective meanings hereinafter set forth:

            (a) Common Stock. The term "Common Stock" shall mean all shares now
or hereafter authorized of any class of common stock of the corporation and any
other stock of the corporation, howsoever designated, authorized after the Issue
Date, which has the right (subject always to prior rights of any class or series
of preferred stock) to participate in the distribution of the assets of the
corporation without limit as to the per share amount.

            (b) Issue Date. The term "Issue Date" shall mean the date that
shares of Series A Preferred Stock are first issued by the corporation.

            (c) Junior Stock. The term "Junior Stock" shall mean the Common
Stock and any other class or series of stock of the corporation authorized or
created after the Issue Date not entitled to receive any assets upon the
liquidation, dissolution or winding up of the affairs of the corporation until
the Series A Preferred Stock shall have received the entire amount to which such
Series A Preferred Stock is entitled upon any such liquidation, dissolution or
winding up.

            (d) Parity Stock. The term "Parity Stock" shall mean any class or
series of stock of the corporation authorized or created after the Issue Date
entitled to receive assets upon the liquidation, dissolution or winding up of
the corporation on a parity with the Series A Preferred Stock.

            (e) Senior Stock. The term "Senior Stock" shall mean any class or
series of stock of the corporation authorized or created after the Issue Date
ranking senior to the Series A Preferred Stock in respect of the right to
participate in any distribution of the assets of the corporation upon the
liquidation, dissolution or winding up of the affairs of the corporation.


                                       12

<PAGE>

         3. Dividends. The holders of the Series A Preferred Stock shall not be
entitled to be paid any dividends on their shares of Series A Preferred Stock by
the corporation.

         4. Distributions Upon Liquidation, Dissolution or Winding Up. In the
event of any voluntary or involuntary liquidation, dissolution or other winding
up of the affairs of the corporation, subject to the prior preferences and other
rights of any Senior Stock, but before any distribution or payment shall be made
to the holders of Junior Stock, the holders of the Series A Preferred Stock
shall be entitled to be paid Twenty Dollars ($20.00) per share, and no more, in
cash. If, after the distribution to the holders of any Senior Stock of the full
amounts to which they are entitled, such payment shall have been made in full to
the holders of the Series A Preferred Stock and to the holders of any Parity
Stock, then the remaining assets and funds of the corporation shall be
distributed among the holders of Junior Stock according to their respective
shares. If, upon any such liquidation, dissolution or other winding up of the
affairs of the corporation, the net assets of the corporation distributable
among the holders of all outstanding shares of Series A Preferred Stock and of
any Parity Stock shall be insufficient to permit the payment in full to such
holders of the preferential amounts to which they are entitled, then the entire
net assets of the corporation remaining after the distributions to holders of
any Senior Stock of the full amounts to which they may be entitled shall be
distributed among the holders of Series A Preferred Stock and of any Parity
Stock ratably in proportion to the full amount to which they would otherwise be
respectively entitled.

         Neither the consolidation or merger of the corporation into or with
another corporation or corporations, or entity or entities, nor the sale of all
or substantially all of the assets of the corporation shall be deemed a
liquidation, dissolution or winding up of the affairs of the corporation within
the meaning of this Section 4.

         5.       Redemption.
                  ----------

                  (a) The corporation may, at the option of the Board of
Directors, call at any time and from time to time after the date which is one
year from and after the Issue Date for the redemption of any or all of the
outstanding shares of Series A Preferred Stock, if, as and when funds are
legally available for such purpose, at a redemption price of Twenty Dollars
($20.00) per share, and no more.

                  (b) Notice of any proposed redemption of the Series A
Preferred Stock shall be sent by or on behalf of the corporation, by first class
mail to the holders of record of the shares of Series A Preferred Stock at their
respective addresses as they shall appear on the records of the corporation, not
less than thirty day prior to the redemption date fixed in such notice. The
rights of the holders of shares of Series A Preferred Stock whose shares are
redeemed shall expire and terminate on such redemption date.

                                       13

<PAGE>

         6.       Conversion.
                  ----------

                  (a) Each and every share of Series A Preferred Stock may, at
the option of the holder thereof, at any time and from time to time after the
date which is one year from and after the Issue Date be converted into ten
shares of Common Stock.

                  (b) The number of shares of Common Stock into which the shares
of Series A Preferred Stock shall be convertible shall be subject to adjustment
from time to time as follows:

                      (i) If, at any time after the Issue Date, the number of
         shares of Common Stock outstanding is increased by a stock dividend
         payable in shares of Common Stock or by a subdivision or split-up of
         shares of Common Stock, then, following the record date fixed for the
         determination of holders of Common Stock entitled to receive such stock
         dividend, subdivision or split-up, the number of shares of Common Stock
         issuable on conversion of each share of Series A Preferred Stock shall
         be increased in proportion to such increase in the number of
         outstanding shares of Common Stock.

                      (ii) If, at any time after the Issue Date, the number of
         shares of Common Stock outstanding is decreased by a combination of the
         outstanding shares of Common Stock, then, following the record date for
         such combination, the number of shares of Common Stock issuable on
         conversion of each share of Series A Preferred Stock shall be decreased
         in proportion to such decrease in the number of outstanding shares of
         Common Stock.

                      (iii) In case, at any time after the Issue Date, of any
         capital reorganization, or any reclassification of the stock of the
         corporation (other than a change in par value or from par value to no
         par value or from no par value to par value or as a result of a stock
         dividend or subdivision, split-up or combination of shares), or the
         consolidation or merger of the corporation with or into another entity
         (other than a consolidation or merger in which the corporation is the
         continuing entity and which does not result in any change in the Common
         Stock) or of the sale or other disposition of all or substantially all
         of the properties and assets of the corporation as an entirety to any
         person or other entity, each share of Series A Preferred Stock shall,
         after such reorganization, reclassification, consolidation, merger,
         sale or other disposition, be convertible into the kind and number of
         shares of stock or other securities or property of the corporation or
         of the entity resulting from such consolidation or surviving such
         merger or to which such properties and assets shall have been sold or
         otherwise disposed to which the holder of the number of shares of
         Common Stock deliverable (immediately prior to the time of such
         reorganization, reclassification, consolidation, merger, sale or other
         disposition) upon conversion of such share of Series A Preferred Stock
         would have been entitled upon such reorganization, reclassification,
         consolidation, merger, sale or other disposition. The provisions of
         this Section 6(b)(iii) shall similarly apply to successive
         reorganizations, reclassifications, consolidations, mergers, sales or
         other dispositions.

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                  (c) Whenever the number of shares of Common Stock into which
the Series A Preferred Stock may be converted is adjusted as provided in Section
6(b) hereof, the corporation shall forthwith file, at the office of corporation
or any transfer agent designated by the corporation for the Series A Preferred
Stock, a statement, signed by its Chief Financial Officer, showing in detail the
facts requiring such adjustment and the new number of shares of Common Stock
into which each share of Series A Preferred Stock may be converted. The
corporation shall also cause a copy of such statement to be sent by first-class
certified mail, return receipt requested, postage prepaid, to each holder of
shares of Series A Preferred Stock at such person's address appearing on the
corporation's records.

                  (d) A holder of shares of Series A Preferred Stock may, at any
time and from time to time after the date which is one year from and after the
Issue Date, convert all or a portion of his shares of Series A Preferred Stock
into shares of Common Stock by the delivery of written notice to such effect to
the corporation, together with the certificate or certificates representing the
shares of Series A Preferred Stock to be so converted and appropriately endorsed
forms of assignment. As soon as practicable after its receipt of all necessary
documents properly endorsed, the corporation shall issue, or cause to be issued,
one or more certificates representing the shares of Common Stock.

                  (e) The corporation shall at all times after the date which is
one year from and after the Issue Date reserve out of its authorized but
unissued shares of Common Stock or the shares of Common Stock held in its
treasury an adequate number of shares so as to permit the conversion of all of
the issued and outstanding shares of Series A Preferred Stock in accordance with
the provisions of this Section 6.

                  (f) All shares of Common Stock which may be issued in
connection with a conversion pursuant to this Section 6 will, upon issuance by
the corporation, be validly issued, fully paid and nonassessable, with no
personal liability attaching to the ownership thereof, and free from all liens,
encumbrances or charges with respect thereto.

         7.       Voting. Except as may otherwise be required by applicable law,
shares of Series A Preferred Stock shall not have any voting rights.

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         8.       Exclusion of Other Rights. Except as may otherwise be required
by applicable law, shares of Series A Preferred Stock shall not have any powers,
preferences or relative, participating, optional or other special rights, other
than those specifically set forth in these articles of amendment (and as these
articles of amendment may be amended from time to time) and in the Articles of
Incorporation. Shares of Series A Preferred Stock shall have no preemptive or
subscription rights.

         9.       Headings. The headings of the various sections and subsection
hereof are for convenience of reference only, and shall not affect the meaning
or interpretation of any of the provisions hereof.

         10.      Severability. If any power, preference, right or limitation of
the Series A Preferred Stock set forth in these articles of amendment (and as
these articles of amendment may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, then all other powers, preferences, rights and limitations set forth in
these articles of amendment (and as so amended) which can be given effect
without the invalid, unlawful or unenforceable power, preference, right or
limitation shall, nevertheless, remain in full force and effect, and no power,
preference, right or limitation herein set forth shall be deemed dependent upon
any other such power, preference, right or limitation unless so expressed
herein.

         11.      Status of Reacquired Shares. Shares of Series A Preferred
Stock which have been issued and reacquired by the corporation in any manner
shall (upon compliance with any applicable provisions of law) have the status of
authorized and unissued shares of Preferred Stock, issuable in series,
undesignated as to series, and may be redesignated and reissued.

         12. Adoption of Amendment. This Amendment to the Articles of
Incorporation of the corporation was duly adopted by the Board of Directors of
the corporation on ________________, 2001. Pursuant to the provisions of Section
607.0602 of the Florida Statutes and Article VII of the Amended and Restated
Articles of Incorporation of the corporation, approval of the shareholders of
the corporation is not required.


         IN WITNESS WHEREOF, this instrument has been executed by the
undersigned director of the corporation on _________________, 2001.



                                           -------------------------------
                                              Glenn S. Koach, Director

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