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                                                                     EXHIBIT 4.4

     1.   SERIES A PREFERRED STOCK, SERIES B PREFERRED STOCK AND SERIES C
          PREFERRED STOCK.

         (a) CERTAIN DEFINITIONS. Unless the context otherwise requires, for
purposes of this Section 4.2(a), the terms defined in this Section 4.2(a) shall
have the meanings herein specified (with terms defined in the singular having
comparable meanings when used in the plural).

          "CONVERSION VALUE" shall mean (i) in the case of Series A Preferred
     Stock, the quotient of the Series A Initial Purchase Price divided by the
     Series A Conversion Rate; (ii) in the case of Series B Preferred Stock, the
     quotient of the Series B Initial Purchase Price divided by the Series B
     Conversion Rate; (iii) in the case of Series C Preferred Stock, the
     quotient of the Series C Initial Purchase Price divided by the Series C
     Conversion Rate; and (iv) in the case of any other series of preferred
     stock, the quotient of the initial purchase price of such series divided by
     the conversion rate of such series of preferred stock.

          "DELINQUENT REDEMPTION PRICE" shall mean, with respect to each share
     of Preferred Stock, the Series A Initial Purchase Price, Series B Initial
     Purchase Price, or Series C Initial Purchase Price, as applicable, plus an
     amount thereon accruing from the applicable Mandatory Redemption Date at an
     annual rate equal to eight percent (8%).

          "DISPOSITION PROCEEDS" shall have the meaning set forth in Section 4.2
     (c)(iii).

          "SERIES A INITIAL ISSUE DATE" shall mean, with respect to each
     separate certificate issued, the date that such certificate representing
     shares of Series A Preferred Stock is issued.

          "SERIES B INITIAL ISSUE DATE" shall mean, with respect to each
     separate certificate issued, the date that such certificate representing
     shares of Series B Preferred Stock is issued.

          "SERIES C INITIAL ISSUE DATE" shall mean, with respect to each
     separate certificate issued, the date that such certificate representing
     shares of Series C Preferred Stock is issued.

          "SERIES A INITIAL PURCHASE PRICE" shall mean $25,000 per share
     (adjusted for stock dividends, stock splits, reverse stock splits,
     combinations and the like).

          "SERIES B INITIAL PURCHASE PRICE" shall mean $25,000 per share
     (adjusted for stock dividends, stock splits, reverse stock splits,
     combinations and the like).

          "SERIES C INITIAL PURCHASE PRICE" shall mean $25,000 per share
     (adjusted for stock dividends, stock splits, reverse stock splits,
     combinations and the like).

          "SERIES A LIQUIDATION PREFERENCE" shall have the meaning set forth in
     Section 4.2(c)(iii) hereof.



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          "SERIES B/C LIQUIDATION PREFERENCE" shall have the meaning set forth
     in Section 4.2(c)(iv) hereof.

          "SERIES A REDEMPTION PRICE" shall mean, with respect to each share of
     Series A Preferred Stock, the Series A Initial Purchase Price plus any
     accumulated but unpaid dividends.

          "SERIES B REDEMPTION PRICE" shall mean, with respect to each share of
     Series B Preferred Stock, the Series B Initial Purchase Price plus any
     accumulated but unpaid dividends.

          "SERIES C REDEMPTION PRICE" shall mean, with respect to each share of
     Series C Preferred Stock, the Series C Initial Purchase Price plus any
     accumulated but unpaid dividends.

          "SUBORDINATE STOCK" shall mean any class or series of capital stock of
     the Corporation, however designated, which is junior in right to the Series
     A Preferred Stock, the Series B Preferred Stock and Series C Preferred
     Stock, including without limitation the Common Stock and any preferred
     stock that is not entitled to receive (i) any dividends unless all
     dividends required to have been paid or declared and set apart for payment
     on the Series A Preferred Stock, the Series B Preferred Stock and Series C
     Preferred Stock shall have been so paid or declared and set apart for
     payment; or (ii) any assets upon liquidation, dissolution or winding up of
     the affairs of the Corporation until the Series A Preferred Stock, the
     Series B Preferred Stock and Series C Preferred Stock shall have received
     the entire amount to which such stock is entitled upon such liquidation,
     dissolution or winding up in accordance with Section 4.2(c) below.

     (b) DIVIDENDS. The holders of the Series A Preferred Stock and Series B
Preferred Stock shall be entitled to receive out of funds legally available
therefor, dividends at the annual rate of seven and one-half percent (7.5%)
based on the Series A Initial Purchase Price and the Series B Initial Purchase
Price, as applicable. The holders of the Series C Preferred Stock shall be
entitled to receive out of funds legally available therefor, dividends at an
annual rate of seven percent (7%) based upon the Series C Initial Purchase
Price. Dividends on the Series A Preferred Stock and the Series B Preferred
Stock shall accrue on a daily basis and shall be payable in cash semi-annually
on January 1 and July 1 of each year for so long as any Series A Preferred Stock
or Series B Preferred Stock remains outstanding. Dividends on the Series C
Preferred Stock shall accrue on a daily basis and shall be payable in cash
semi-annually on April 1 and October 1 of each year for so long as any Series C
Preferred Stock remains outstanding. Dividends on the Preferred Stock,
including, without limitations, any accrued and unpaid dividends and liquidating
distributions, shall be paid before any dividends or other distributions shall
be declared or paid or set aside for payment on any Subordinate Stock; provided,
further, that any such dividends shall be paid on the Series A Preferred Stock
and Series B Preferred Stock before any dividends or other distributions shall
be declared or paid or set aside for payment on any Series C Preferred Stock.




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     (c) DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP.

          (i) The Corporation shall deliver to each holder of Preferred Stock
     notice of any "DISPOSITION" (as defined in Section 4.2(c)(ii)) at least 90
     days prior to such event, which notice shall state all material facts and
     common terms relating to such Disposition, including, without limitation,
     (1) the nature of such Disposition, including, without limitation, the
     amount, terms and conditions of payment to the holders of the Series A
     Preferred Stock, Series B Preferred Stock and Series C Preferred Stock and
     the holders of Common Stock in connection with such Disposition; (2) the
     date on which such Disposition shall occur; and (3) the procedures that
     must be followed (and the latest date that such procedures must be
     completed) in order for such holder to effect a conversion of shares of
     Preferred Stock into shares of Common Stock, if such a conversion is so
     desired.

          (ii) The following events shall be considered a Disposition under this
     Section 4.2:

               (1) any consolidation or merger of the Corporation with or into
     any other corporation or other entity or person, or any other corporate
     reorganization, in which the stockholders of the Corporation immediately
     prior to such consolidation, merger or reorganization, own less than 50% of
     the Corporation's voting power immediately after such consolidation, merger
     or reorganization, or any transaction or series of related transactions in
     which in excess of 50% of the Corporation's voting power is transferred;

               (2) a sale, lease or other disposition of all or substantially
     all of the assets of the Corporation; or

               (3) any voluntary or involuntary liquidation, dissolution or
     other winding up of the affairs of the Corporation.

          (iii) In the event of any such Disposition, before any payment or
     distribution shall be made to the holders of the Series B Preferred Stock,
     the Series C Preferred Stock, the Common Stock or any other Subordinate
     Stock, the holders of Series A Preferred Stock shall be entitled to be paid
     out of the proceeds of such Disposition received by the Corporation (the
     "DISPOSITION PROCEEDS") in cash, or, if the Corporation does not have
     sufficient cash on hand to pay such amounts, property of the Corporation at
     its fair market value as determined by the Board of Directors, an amount
     (the "SERIES A LIQUIDATION PREFERENCE") equal to the Series A Initial
     Purchase Price plus any accrued but unpaid dividends. If upon any such
     Disposition, the remaining assets of the Corporation available for
     distribution to its shareholders shall be insufficient to pay the holders
     of the Series A Preferred Stock the full amount of the Series A Liquidation
     Preference, the holders of the Series A Preferred Stock shall share ratably
     among themselves in any distribution of the remaining assets and funds of
     the Corporation in proportion to the respective amounts that would


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     otherwise be payable in respect of the shares held by them upon such
     distribution if all amounts payable on or with respect to such shares were
     paid in full.

          (iv) In the event of any such Disposition, after the full amount of
     the Series A Liquidation Preference has been paid to the holders of the
     Series A Preferred Stock and before any payment or distribution shall be
     made to the holders of the Common Stock or any other Subordinate Stock, the
     holders of Series B Preferred Stock and Series C Preferred Stock shall be
     entitled to be paid ratably without preference out of the Disposition
     Proceeds in cash, or, if the Corporation does not have sufficient cash on
     hand to pay such amounts, property of the Corporation at its fair market
     value as determined by the Board of Directors, an amount (the "SERIES B/C
     LIQUIDATION PREFERENCE") equal to the Series B Initial Purchase Price and
     Series C Initial Purchase Price, respectively, plus any accrued but unpaid
     dividends. If upon any such Disposition, the remaining assets of the
     Corporation available for distribution to its shareholders shall be
     insufficient to pay the holders of the Series B Preferred Stock and Series
     C Preferred Stock the full amount of the Series B/C Liquidation Preference,
     the holders of the Series B Preferred Stock and Series C Preferred Stock
     shall share ratably without preference among themselves in any distribution
     of the remaining assets and funds of the Corporation in proportion to the
     respective amounts that would otherwise be payable in respect of the shares
     held by them upon such distribution if all amounts payable on or with
     respect to such shares were paid in full.

     (d) CONVERSION RIGHTS.

          (i) CONVERSION AT THE OPTION OF THE HOLDER.

               (1) The holders of the Preferred Stock shall have the right, at
          their option, to convert shares of Preferred Stock into shares of
          Common Stock of the Corporation at any time and from time to time,
          without the payment of additional consideration, into, with respect to
          each share of Series A Preferred Stock and each share of Series B
          Preferred Stock, four thousand one hundred sixty-six (4,166) shares of
          fully paid and nonassessable shares of Common Stock and, with respect
          to each share of Series C Preferred Stock, two thousand five hundred
          (2,500) shares of fully paid and nonassessable shares of Common Stock
          (the applicable conversion rate of each of the Series A Preferred
          Stock, the Series B Preferred Stock and the Series C Preferred Stock
          being hereinafter referred to in each instance as the "CONVERSION
          RATE"). For purposes of this Section 4.2, the Conversion Rate shall be
          subject to adjustment as provided in Section 4.2(d)(ii)(2) and
          4.2(d)(ii)(3) below.

               (2) The Corporation shall not issue, in connection with the
          conversion of shares of Preferred Stock, certificates for fractional
          shares, but in lieu thereof shall pay to any person who would
          otherwise be entitled thereto an amount of cash equal to such fraction
          multiplied by the greater of (i) fair value of one share of Common
          Stock, as determined by the Board of Directors, whose determination
          shall be conclusive or (ii) the applicable Conversion Value.


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               (3) In order for any holder of shares of Preferred Stock to
          convert the same into Common Stock, such holder shall surrender the
          certificate or certificate therefor, duly endorsed, at the office of
          the Corporation and shall give written notice to the Corporation that
          such holder elects to convert all or part of the shares represented by
          the certificate or certificates and shall state in writing therein the
          name or names in which such holder desires the certificate or
          certificates for Common Stock to be issued. The Corporation shall, as
          soon as practicable thereafter, issue and deliver to such holder of
          shares of Preferred Stock, or to such holder's nominee or nominees,
          certificates for the full number of shares of Common Stock to which
          such holder shall be entitled as aforesaid. Shares of Preferred Stock
          shall be deemed to have been converted as of the date of the surrender
          of such shares for conversion as provided above, and the person or
          persons entitled to receive Common Stock issuable upon such conversion
          shall be treated for all purposes as the record holder or holders of
          such Common Stock on such date.

               (4) If a holder converts shares of Preferred Stock, the
          Corporation shall pay any documentary stamp tax or similar issue,
          excise or transfer tax due on the issue of shares of Common Stock upon
          the conversion; PROVIDED, HOWEVER, that the holder shall pay any such
          tax that is due because the shares are issued in a name other than the
          holder's name pursuant to Section 4.2(d)(i)(4).

          (ii) CERTAIN MATTERS WITH RESPECT TO CONVERSION.

                    (1) The Corporation has reserved and shall continue to
               reserve out of its authorized but unissued Common Stock or its
               Common Stock held in treasury sufficient shares of Common Stock
               to permit the complete and full conversion into Common Stock of
               the outstanding Preferred Stock. All shares of Common Stock that
               may be issued upon conversion of Preferred Stock shall be duly
               authorized, validly issued, fully paid and nonassessable.

                    (2) The Conversion Rate shall be subject to adjustment as
               follows:

                         (a) In case the Corporation shall (i) pay a dividend or
               make a distribution on its Common Stock in shares of Common Stock
               of the Corporation, (ii) subdivide or split its outstanding
               Common Stock, or (iii) combine the outstanding Common Stock into
               a smaller number of shares, the Conversion Rate following the
               effective date of such event shall be such number of shares
               (calculated to the nearest whole share) equal to the product of
               the applicable Conversion Rate in effect immediately prior to
               such adjustment multiplied by a fraction, the numerator of which
               is the number of shares of Common Stock outstanding immediately
               after such event and the denominator of which is the number of
               shares of Common Stock outstanding immediately prior to such
               event. If the event results in the Conversion Rate including
               fractional shares, then such fractional share shall be paid in
               cash at the time of conversion in accordance with Section
               4.2(d)(i)(2).



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                         (b) In the event the Corporation at any time or from
               time to time shall make or issue, or fix a record date for the
               determination of holders of Common Stock entitled to receive a
               dividend or other distribution payable in securities of the
               Corporation other than shares of Common Stock, then and in each
               such event, provision shall be made so that the holders of
               Preferred Stock shall receive upon conversion thereof in addition
               to the number of shares of Common Stock receivable thereupon, the
               amount of securities of the Corporation that they each would have
               received had the Preferred Stock been converted into Common Stock
               on the date of such event and had they each thereafter, during
               the period from the date of such event to and including the
               conversion date, retained such securities receivable by them as
               aforesaid during such period, giving application to all
               adjustments called for during such period under this Section 4.2
               with respect to the rights of the holders of Preferred Stock;
               PROVIDED, HOWEVER, that no such adjustment shall be made if the
               holders of Preferred Stock simultaneously receive a dividend or
               other distribution of such securities as they would have received
               if all outstanding shares of Preferred Stock had been converted
               into Common Stock on the date of such event.

                         (c) If Common Stock issuable upon the conversion of
               Preferred Stock shall be changed into the same or a different
               number of shares of any class or classes of stock, whether by
               capital reorganization, reclassification, or otherwise (other
               than a subdivision or combination of shares or stock dividend
               provided for above, or a reorganization, merger, consolidation,
               or sale of assets provided for below), then and in each such
               event the holder of each such share of Preferred Stock shall have
               the right thereafter to convert such share into the kind and
               amount of shares of stock and other securities and property
               receivable upon such reorganization, reclassification, or other
               change, by holders of the number of shares of Common Stock into
               which such share of Preferred Stock might have been converted
               immediately prior to such reorganization, reclassification, or
               change, all subject to further adjustment as provided herein.

                    (3) Adjustments to the Conversion Rate also shall be made
               for certain dilutive issuances of additional shares of capital
               stock by the Corporation as set forth in this Section
               4.2(d)(ii)(3).

                         (a) SPECIAL DEFINITIONS. For purposes of this Section
               4.2(d)(ii)(3), the following definitions shall apply:

                             (i) "OPTION" shall mean rights, options, warrants
               or other securities convertible into or exchangeable or
               exercisable for shares of Common Stock or Preferred Stock.

                             (ii) "ADDITIONAL SHARES OF STOCK" shall mean (i)
               all shares of Common Stock issued by the Corporation after any
               Series A Initial Issue Date, any Series B Initial Issue Date or
               any Series C Initial Issue Date for which the


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               consideration per share (determined pursuant to Section
               4.2(d)(ii)(3)(c) below) is less than the applicable Conversion
               Value in effect on the date of, and immediately prior to, the
               issuance of such Additional Shares of Stock, other than shares of
               Common Stock issued or issuable:

                                   (A) upon exercise of any Options
               outstanding on the date of filing of this Amended and Restated
               Articles of Incorporation with the Florida Secretary of State
               ("Filing Date"); PROVIDED, HOWEVER, that if the Corporation,
               after the Filing Date, amends the exercise price or the number of
               shares covered by any Options outstanding on the Filing Date,
               then such Options, as so amended, shall be deemed to have been
               issued after the Filing Date;

                                    (B) by reason of a dividend, stock split,
               split-up or other distribution on shares of Common Stock that is
               covered by Section 4.2(d)(ii)(2)(a) above;

                                    (C) upon exercise of Options granted to
               employees or directors of, or consultants to, the Corporation
               pursuant to any stock option plan approved by the Board of
               Directors of the Corporation and that, in the aggregate, are not
               exercisable for more than ten percent (10%) of the outstanding
               Common Stock at such time; or

                         (b) ADJUSTMENT OF CONVERSION RATE UPON ISSUANCE OF
               ADDITIONAL SHARES OF STOCK. In the event the Corporation shall at
               any time issue one or more Additional Shares of Stock, then and
               in such event, the Conversion Rate, shall be increased,
               concurrently with such issuance, to such number of shares of
               Common Stock (calculated to the nearest whole share) determined
               by multiplying the Conversion Rate then in effect by a fraction:

                             (i) the denominator of which shall be (1) the
               number of shares of Common Stock outstanding immediately prior to
               such issue plus (2) the number of shares of Common Stock that the
               aggregate consideration received or to be received by the
               Corporation for the total number of Additional Shares of Stock so
               issued would purchase at the applicable Conversion Value; and

                             (ii) the numerator of which shall be the number of
               shares of Common Stock outstanding immediately prior to such
               issue plus the number of such Additional Shares of Stock so
               issued.

                         (c) DETERMINATION OF CONSIDERATION. For purposes of
               this Section 4.2(d)(ii)(3)(c), the consideration per share
               received by the Corporation for the issue of any Additional
               Shares of Stock shall be computed as follows:

                             (i) in case of the issuance of shares of Common
               Stock for cash, the consideration shall be the amount of such
               cash, provided that in


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               no case shall any deduction be made for any commission, discounts
               or other expenses incurred by the Corporation for any
               underwriting of the issue or otherwise in connection therewith;

                             (ii) in the case of the issuance of shares of
               Common Stock for a consideration in whole or in part other than
               cash, the consideration other than cash shall be deemed to be the
               fair market value thereof as determined by the Board of Directors
               in its reasonable judgment exercised in good faith (irrespective
               of the accounting treatment thereof); and

                             (iii) in the case of the issuance of Options, the
               aggregate consideration received therefor shall be deemed to be
               the consideration received by the Corporation for the issuance of
               such Options plus the additional minimum consideration, if any,
               to be received by the Corporation upon the conversion or exchange
               or exercise thereof (the consideration in each case to be
               determined in the same manner as provided in clauses (i) and (ii)
               of this Section 4.2(d)(ii)(3)(c)).

                    (4) Whenever the number of shares of Common Stock into which
               each share of Preferred Stock is convertible is adjusted, the
               Corporation shall promptly mail to holders of the Preferred
               Stock, first class, postage prepaid, a notice of the adjustment.
               The Corporation shall file with the transfer agent, if any, for
               the Preferred Stock a certificate from the Corporation's
               independent public accountants briefly stating the facts
               requiring the adjustment and the manner of computing it. Subject
               to Section 4.2(d)(ii)(10) below, the certificate shall be
               conclusive evidence that the adjustment is correct.

                    (5) The adjustments herein provided for shall be made
               successively when the event giving rise to such adjustment occurs
               and shall become effective immediately following the record date
               for any event for which a record date is designated and on the
               effective date for any other event.

                    (6) Shares of Preferred Stock that have been converted as
               provided herein shall revert to the status of authorized but
               unissued shares of Preferred Stock.

                    (7) In any case in which this Section 4.2(d)(ii) shall
               require that an adjustment as a result of any event become
               effective from and after a record date, the Corporation may elect
               to defer until after the occurrence of such event (a) the
               issuance to the holder of any shares of Preferred Stock converted
               after such record date and before the occurrence of such event of
               the additional shares of Common Stock issuable upon such
               conversion over and above the shares issuable immediately prior
               to adjustment; and (b) the delivery of a check for any remaining
               fractional shares as provided in Section 4.2(d)(i)(3) above.

                    (8) Except as provided in the immediately following
               sentence, any


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               determination that the Corporation or its Board of Directors must
               make pursuant to this Section 4.2(d)(ii) shall be conclusive.
               Whenever the Corporation or its Board of Directors shall be
               required to make a determination under this Section 4.2(d)(ii),
               such determination shall be made in good faith and may be
               challenged in good faith by the holders of a majority of each
               affected series of Preferred Stock, as applicable, and any
               dispute shall be resolved promptly (and in no event later than 90
               days after any challenge), at the Corporation's expense, by an
               independent public accounting firm selected by the Corporation
               and acceptable to such holders of such Preferred Stock. Any such
               determination shall be deemed approved if the requisite holders
               have not notified the Corporation of any challenge within 30 days
               after receiving notice (including a statement in reasonable
               detail of the bases therefor) of such determination.

     (e) REDEMPTION BY THE CORPORATION.

                             (i) MANDATORY REDEMPTION. To the extent the
               Corporation shall have funds legally available for such payment,
               the Corporation shall redeem each share of Series A Preferred
               Stock and each share of Series B Preferred Stock on each date
               which is five (5) years after the Series A Initial Issue Date and
               the Series B Initial Issue Date (the "Mandatory Redemption
               Date"). Payment shall be made in immediately available funds
               payable to the holder on the Mandatory Redemption Date. Any
               payment made after the Mandatory Redemption Date shall be at the
               Delinquent Redemption Price.

                             (ii) VOLUNTARY REDEMPTION BY LOT. To the extent the
               Corporation shall have funds legally available for such payment,
               the Board of Directors, may, in its sole and absolute discretion,
               at any time and from time to time, cause the Corporation to
               redeem BY LOT, or such other reasonable method as the Board of
               Directors shall direct, any one or more series or portion of any
               series of Preferred Stock.

                             (iii) EFFECT OF REDEMPTION. Shares of Preferred
               Stock that have been issued and converted or reacquired in any
               manner, including as a result of redemption, shall revert to the
               status of authorized and unissued shares of Preferred Stock, and
               may be redesignated and reissued as part of any series of
               Preferred Stock of the Corporation.

     (f) VOTING RIGHTS. Except as otherwise set forth in this Section 4.2(f) or
as otherwise required by law, no share of Preferred Stock issued and outstanding
shall have the right to vote on any matters presented to the holders of the
Common Stock for vote.

                             (i) In addition to any vote or consent of
               shareholders or directors required by law or these Amended and
               Restated Articles of Incorporation, so long as any Preferred
               Stock remains outstanding, the consent of the holders of such
               Preferred Stock shall be necessary for (a) effecting, validating
               or permitting any amendment, alteration or repeal of any of the
               provisions of these Amended and Restated Articles of
               Incorporation of the Corporation affecting the rights of such
               series of Preferred


<PAGE>   10



               Stock contained herein, or (b) any agreement to do any of the
               foregoing.

                             (ii) The vote of the holders of the Series A
               Preferred Stock shall be necessary for validating or permitting
               any authorization, issuance, creation or increase in the
               authorized shares of any class or series of equity security of
               the Corporation ranking senior to or in parity with the Series A
               Preferred Stock or the issuance of any debt securities. Debt
               securities shall not mean commercial debt incurred in the
               ordinary course of business.

                             (iii)(1) The holders of Series B Preferred Stock,
               voting as single class, shall have the right to elect one-third
               (1/3) of the members of the Board of Directors of the Corporation
               (the "SERIES B DIRECTORS") rounded up or down to the nearest
               whole number. If any of the Series B Directors shall cease to
               serve as a director before his or her term shall expire, the
               holders of Series B Preferred Stock, then outstanding may, at a
               special meeting of the holders or by the written consent, elect a
               successor to hold office for the unexpired term of the such
               Series B Director.

                    (2) The vote of the holders of Series B Preferred Stock
               shall be necessary for validating or permitting any
               authorization, issuance, creation or increase in the authorized
               shares of any class or series of equity security of the
               Corporation ranking senior to or in parity with the Series B
               Preferred Stock or the issuance of any debt securities. Debt
               securities shall not mean commercial debt incurred in the
               ordinary course of business.

                             (iv) The vote of the holders of the Series C
               Preferred Stock shall be necessary for validating or permitting
               any authorization, issuance, creation or increase in the
               authorized shares of any class or series of equity security of
               the Corporation ranking senior to or in parity with the Series C
               Preferred Stock or the issuance of any debt securities. Debt
               securities shall not mean commercial debt incurred in the
               ordinary course of business.

                             (v) The rights of the holders of the Preferred
               Stock set forth in this Section 4.2(f) may be exercised by either
               the vote at a special meeting of the holders of each series of
               Preferred Stock at any annual meeting of stockholders held for
               the purpose of electing directors or by the written consent of
               the holders of such Preferred Stock, as applicable.

                             (vi) In the event of the failure of the Corporation
               to pay any dividend as required by Section 4.2(b) or any
               redemption as required by Section 4.2(e), then such failure shall
               cause all of the shares of that series of Preferred Stock to
               automatically, and without any action on the part of any holder
               of such series of Preferred Stock, become fully voting Preferred
               Stock (as if fully converted into Common Stock) on all matters
               upon which the Common Stock may vote. Such Preferred Stock will
               still have preferential voting rights on the matters referred to
               in this Section 4.2(f).



<PAGE>   11



     (g) MISCELLANEOUS.

                             (i) HEADINGS OF SECTIONS. The headings of the
               various subdivisions hereof are for convenience of reference only
               and shall not affect the interpretation of any of the provisions
               hereof.

                             (ii) SEVERABILITY OF PROVISIONS. If any voting
               powers, preferences and relative, participating, optional and
               other special rights of the Preferred Stock and qualifications,
               limitations and restrictions thereof set forth herein (as 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, all
               other voting powers, preferences and relative, participating,
               optional and other special rights of Preferred Stock and
               qualifications, limitations and restrictions thereof set forth
               herein (as so amended) that can be given effect without the
               invalid, unlawful or unenforceable voting powers, preferences and
               relative, participating, optional and other special rights of
               Preferred Stock and qualifications, limitations and restrictions
               thereof shall, nevertheless, remain in full force and effect, and
               no voting powers, preferences and relative, participating,
               optional or other special rights of Preferred Stock and
               qualifications, limitations and restrictions thereof herein set
               forth shall be deemed dependent upon any other such voting
               powers, preferences and relative, participating, optional or
               other special rights of Preferred Stock and qualifications,
               limitations and restrictions thereof unless so expressed herein.

4.3  COMMON STOCK.

     (a) Each holder of shares of Common Stock shall be entitled to one vote for
each share of Common Stock held on all matters as to which holders of Common
Stock shall be entitled to vote.

     (b) Any member of the Board of Directors of the Corporation selected by the
holders of a majority of all classes of stock of the Corporation entitled to
vote thereon may be removed only by the holders of a majority of such classes of
stock of the Corporation voting as a single class. In the event of a vacancy on
the Board of Directors of any of the directors elected by the holders of a
majority of all classes of stock of the Corporation entitled to vote thereon,
the holders of a majority of all classes of stock of the Corporation voting as a
single class will have the immediate right to designate a successor to fill that
vacancy.

     (c) Each share of Common Stock issued and outstanding shall be identical in
all respects, one with the other, and no dividends shall be paid on any shares
of Common Stock unless the same dividend is paid on all shares of Common Stock
outstanding at the time of such payment. Except for and subject to those rights
expressly granted to the holders of the Preferred Stock, or except as may be
provided by the laws of the State of Florida, the holders of Common Stock shall
have exclusively all other rights of stockholders including, but not by way of
limitation, (1) the right to receive dividends, when and as declared by the
Board of Directors of the Corporation out of assets lawfully available therefor,
and (2) in the event of any distribution of assets upon liquidation,


<PAGE>   12


dissolution or winding-up of the Corporation or otherwise, the right to receive
pro rata all the assets and funds of the Corporation remaining after the payment
to the holders of the Preferred Stock of the specific amounts which they are
entitled to receive upon such liquidation, dissolution or winding-up of the
Corporation as herein provided.