-27-
         Lighthouse Point, Florida 33074-5571 has named James M. Schneider whose
address is c/o Atlas, Pearlman, Trop & Borkson, P.A., 200 East Las Olas
Boulevard, Suite 1900, Fort Lauderdale, Florida 33301 as its agent to accept
service of process within the State of Florida.

                                   ACCEPTANCE:

         Having been named to accept service of process for the above named
Corporation, at the place designated in this Certificate, I hereby accept the
appointment as Registered Agent, and agree to comply with all applicable
provisions of law. In addition, I hereby am familiar with and accept the duties
and responsibilities as Registered Agent for said Corporation.



                                                              James M. Schneider




<PAGE>




                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                         REGISTRY DATABASE INCORPORATED


         Pursuant to Section 607.1008 of the Business Corporation Act of the
State of Florida, the undersigned President of REGISTRY DATABASE INCORPORATED, a
corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida, does hereby certify:

         First: That pursuant to Unanimous Written Consent of the Sole
Shareholder and Sole Director of said Corporation dated May 24, 1996, the
Shareholder and Director approved the amendment to the Corporation's Articles of
Incorporation as follows:

         Article I of the Articles of Incorporation of this Corporation is
amended to read in its entirety as follows:

                                    ARTICLE I
                                 CORPORATE NAME

         The name of this Corporation shall be: REGISTRY MAGIC INCORPORATED.

         Article IV of the Articles of Incorporation of this Corporation is
amended to read in its entirety as follows:

                                   ARTICLE IV
                                  CAPITAL STOCK

         The maximum number of shares of stock that this Corporation is
authorized to issue and have outstanding at any one time shall be thirty million
(30,000,000) shares of Common Stock with a par value of $.001 per share and five
million (5,000,000) shares of Preferred Stock having a par value of $.01 per
share.

         Series of the Preferred Stock may be created and issued from time to
time, with such designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as shall be started and
expressed in the resolution or resolutions providing for the creation and
issuance of such series of Preferred Stock as adopted by the Board of Directors
pursuant to the authority in this paragraph given.

         The foregoing amendment was adopted by the Sole Director of the
Corporation pursuant to Unanimous Written Consent of the Board of Directors on
May 24, 1996, and by the Sole Shareholder of the Common Stock of the Corporation
acting unanimously by Written Consent pursuant to Section 607.0702 of the
Florida Business Corporation Act, which shares consenting and voted at such
meeting represented all of the total issued and outstanding capital stock of the
Corporation entitled to vote. Therefore, the number cast for the amendment of
the Corporation's Articles of Incorporation was sufficient for approval.

         IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed these Articles of Amendment as of May 23, 199__.



                                           REGISTRY DATABASE INCORPORATED



                                           By:
                                              -------------------------------
                                                   Lawrence Cohen, President



<PAGE>




                          ARTICLES OF AMENDMENT TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                           REGISTRY MAGIC INCORPORATED


         Pursuant to Section 607.1006 of the Business Corporation Act of the
State of Florida. the undersigned President of REGISTRY MAGIC INCORPORATED, a
corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida, does hereby certify:

         First: That pursuant to Unanimous Written Consent of the Board of
Directors of said Corporation dated May 8, 2001, and Special Meeting of the
Shareholders of said Corporation on June 19, 2001, the Board of Directors and
Majority Shareholders approved the Amendment to the Corporation's Articles of
Incorporation as follows:

         Article 1 of the Articles of Incorporation of this Corporation is
amended to read in its entirety as follows:

                                    ARTICLE 1
                                 CORPORATE NAME

         The name of this Corporation shall be:  VOICEFLASH NETWORKS, INC.

         Article IV of the Articles of Incorporation of this Corporation Is
amended to read in its entirety as follows:

                                   ARTICLE IV
                                  CAPITAL STOCK

         The maximum number of shares of stock that this Corporation is
authorized to issue and have outstanding at any one time shall be fifty million
(50,000,000) shares of Common Stock with a par value of $.001 per share and five
million (5,000,000) shares of Preferred Stock having a par value of $.01 per
share.

         Series of the Preferred Stock may be created and issued from time to
time, with such designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including voting rights,
qualifications, limitation or restrictions

         Brian A. Pearlman, Esq.
         Florida Bar No. 0157023
         Atlas Pearlman, PA.
         350 East Las Olas Boulevard, Suite 1700
         Fort Lauderdale, FL 33301
thereof as shall be stated and expressed in the resolution or resolutions
providing for the creation and Issuance of such series of Preferred Stock as
adopted by the Board of Directors pursuant to the authority in this paragraph
given.

         The foregoing Amendment was adopted by the Board of Directors of the
Corporation pursuant to Unanimous Written Consent of the Board of Directors on
May 8, 2001, and by the Majority Shareholders of the Common Stock of the
Corporation by vote on June 19, 2001. The vote was taken pursuant to a Special]
Meeting of the Shareholders of the Corporation, a record date was Set and a
proxy was delivered to record holders as of April 30, 2001. Therefore, the
number of votes cast for the Amendment to the Corporation's Articles of
Incorporation was sufficient for approval.

         IN WITNESS WHEREOF, the undersigned, being the acting Chief Executive
Officer of this Corporation, has executed these Articles of Amendment as of June
22, 2001.


                                              REGISTRY MAGIC INCORPORATED


                                              By:
                                                 -----------------------------
                                                    Lawrence Cohen
                                                    Chairman and Acting
                                                    Chief Executive Officer


<PAGE>





                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            VOICEFLASH NETWORKS. INC.


         Pursuant to Section 807.0802 of the Florida Business Corporation Act of
the State of Florida, the undersigned President of VOICEFLASH NETWORKS, INC.
(the "Corporation"), a corporation organization and existing under and by virtue
of the laws of the State of Florida and bearing Document Number P95000077968,
does hereby certify:

         FIRST: Whereas, by virtue of the authority contained in the Articles of
Incorporation of the Corporation, the Corporation has authority to issue five
million (5,000,000) shares of $.01 par value per share preferred stock, the
designation and amount thereof and series, together with the powers,
preferences, rights, qualifications, limitations or restrictions thereof, to be
determined by the Board of Directors pursuant to the applicable laws of the
State of Florida.

         SECOND: The Board of Directors has hereby established one (1) such
series of classes of Preferred Stock authorized to be issued by the Corporation
as above stated, with the designations and amounts thereof, together with the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of each such series, and the qualifications,
limitations or restrictions thereof, to be as follows:

                      SERIES A CONVERTIBLE PREFERRED STOCK

         Section 1.  Shares and Classes Authorized.
         ---------   -----------------------------

         Five hundred thousand (500,000) of the five million (5,000,000)
preferred shares that are authorized by Article IV of this Corporation's
Certificate of Incorporation are hereby designated Series A convertible
preferred shares, $.01 par value (hereinafter referred to as "Series A Preferred
Shares") and the rights and preferences of such Series A Preferred Shares shall
be set forth in section 2. "Common Shares" as used herein shall refer to the
shares of this Corporation's common stock authorized under Article IV of this
Corporation's Articles of Incorporation. Common Shares and Preferred Shares are
herein sometimes referred to collectively as "Capital Stock".

         Section 2.  Description of Series A Preferred Shares.
         ---------   ----------------------------------------

         The rights, preferences, privileges arid restrictions granted to or
imposed upon Series A Preferred Shares or the holders thereof are as follows:

         (A)      Voting Rights:  Board of Directors.
                  ----------------------------------

         The holders of Series A Preferred Shares shall have the right, voting
separately as a class, to designate and elect one (1) member of the Board of
Directors at all meetings of shareholders of the Company at which the board of
directors is to be elected; except as otherwise provided in subsection 2(C)(3),
the holders of Series A Preferred Shares shall have no rights as to the election
of any other members of the Board of Directors. Each holder of Series A
Preferred Shares shall have the special voting rights which are described in
subsection 2(C)(3). No holder of any Series A Preferred Shares shall have any
cumulative voting rights. Except as set forth in this subsection 2(A) or in
subsection 2(C)(3), the Series A Preferred Shares shall not be voting shares.

         (B)      Preemptive Rights.
                  -----------------

         No holders of Series A Preferred Shares shall be entitled as such, as a
matter of right, to subscribe for, purchase or receive any part of any stock of
this Corporation of any class whatsoever, or of securities convertible into or
exchangeable for any stock of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of
dividend.

         (C)      Other Rights, Preferences, Privileges and Restrictions.
                  ------------------------------------------------------

                  (1) Dividends. The holders of Series A Preferred Shares shall
be entitled to receive out of any funds at any time legally available for the
declaration of dividends, cash dividends at the rate of $24 per annum per share,
such dividends to be payable quarterly not later than the last business day of
each March, June, September and December. Dividends on Series A Preferred Shares
shall start to accrue on January 11, 2000, or the date of original issuance,
whichever is later, and shall be cumulative thereafter, whether or not earned or
declared.

                  Upon the occurrence of an event of default (an of Default")
under Section XI of the Investment Agreement dated January 12, 2000, executed by
arid between Bristol Retail Solutions, Inc., Berthel SBIC, LLC and Lawrence
Cohen (which Investment Agreement may be amended without the approval of the
shareholders of this Corporation), which Event of Default has remained uncured
for a period of sixty (60) days after the date the holders of a majority of the
Series A Preferred Shares shall give notice to the Company of such Event of
Default, the dividend rate on the Series A Preferred Shares shall thereupon be
adjusted, and for the period from the date of such notice from the holder to the
company of such Event of Default, until the date the Company shall cure all
outstanding Events of Default, shall be equal to $.36 per annum, per share.

                  (2) Liquidation, Right and Preferences. In the event of the
liquidation, dissolution or winding up of this Corporation, whether voluntary or
involuntary, the holders of Series A Preferred Shares shall be entitled to
receive in cash, out of the assets of this Corporation, an amount equal to $2.00
per share (the "Base Liquidation Preference") for each outstanding Series A
Preferred Share, plus all accumulated but unpaid dividends, before any payment
shall be made or any assets distributed to the holders of the Common Shares or
any other class of shams of this Corporation ranking junior to Series A
Preferred Shares. If, upon any liquidation or dissolution of this Corporation,
the assets of this Corporation are insufficient to pay such $2.00 per share,
plus all accumulated but unpaid dividends, the holders of such Series A
Preferred Shares shall share pro rata in any such distribution In proportion to
the full amounts to which they would otherwise be respectively entitled. After
such payment to the holders of the Series A Preferred Shares, upon such
liquidation, dissolution or winding up of this Corporation, the holders of
Common Shares shall then be entitled, to the exclusion of the holders of
Preferred Shares, to receive in cash, out of the assets of this Corporation, an
amount equal to the aggregate paid-in capital reflected on the financial
statements of this Corporation as of the date of such distribution, with such
distribution being made on a pro rata basis to the holders of all outstanding
Common Shares. Following such payment to the holders of Common Shares, the
holders of Common Shares and the holders of Preferred Shares shall be entitled
to share ratably in all the assets of this Corporation thereafter remaining. For
purposes of this joint distribution of assets to the holders of Common Shares
and the holders of Preferred Shares, the holders of the Series A Preferred
Shares should be regarded as owning that number of Common Shares into which the
Series A Preferred Shares would then be convertible.

                  (3) Special Voting Rights. Without the affirmative vote of the
holders (acting together as a class) of at least a majority (with respect to
(a), (b), (c) and (e) below) or at least 90% (with respect to (d) below) of
Series A Preferred Shares at the time outstanding given in person or by proxy at
any annual meeting, or at such special meeting called for that purpose, or, if
permitted by law, in writing without a meeting, this Corporation shall not:

                  (a) authorize or issue any (i) additional Series A Preferred
Shares or (ii) shares of stock having priority over Series A Preferred Shares or
ranking on a parity therewith as to the payment of dividends or as to the
payment or distribution of assets upon the liquidation or dissolution, voluntary
or involuntary, of this Corporation; or

                  (b) declare or pay any dividend or make any other distribution
on any shares of Capital Stock of this Corporation at any time created arid
issued ranking junior to the Series A Preferred Shares with respect to the right
to receive dividends and the right to the distribution of assets upon
liquidation, dissolution or winding up of this Corporation (hereinafter called
"Junior Stock"), other than dividends or distributions payable solely in shares
of Junior Stock, or purchase, redeem or otherwise acquire for any consideration
(other than in exchange for or out of the net cash proceeds of the
contemporaneous issue or sale of other shares of Junior Stock), or set aside as
a sinking fund or other fund for the redemption or repurchase of any shares of
Junior Stock or any warrants, rights or options to purchase shares of Junior
Stock except as specifically permitted by the terms of the investment agreement,
dated January 11, 2000, between this Corporation and the investor listed
therein, as it may be amended from time to time (the "Investment Agreements);

                  (c) issue Common Shares at a price below what is at the time
of issuance the fair market value per share, or any stock purchase rights,
except for such share issuances or stock purchase rights specifically permitted
by the terms of the Investment Agreement;

                  (d)      alter or amend the rights or preferences  of the
Series A Preferred  Shares as stated in these Articles of Incorporation;

                  (e) sell, lease, license or otherwise dispose of all or
substantially all of its assets, or consolidate with or merge into any other
corporation or entity, or permit any other corporation or entity to consolidate
or merge Into it, except that (i) any subsidiary of this Corporation may merge
into another subsidiary or into this Corporation, and (ii) this Corporation may
consolidate or merge with or into another corporation if the shareholders of
this Corporation immediately prior to such merger or consolidation own at least
eighty percent (80%) of the equity of the combined entity immediately after such
merger or consolidation becomes effective; or

                  (f)      increase the size of its board of directors to a
number greater than seven (7).

                  If (i) this Corporation fails to pay any dividend on the
Series A Preferred Shares when and as required, whether or not earned or
declared, or to comply with any redemption obligation set forth in subsection
2(C)(5), whether or not funds are available to effect such redemption
obligation, which failure has remained uncured for a period of sixty (60) days
after the date the holders of a majority of the Series A Preferred Shares shall
give written notice to the Company of such failure, then: (i) the holders of
Series A Preferred Shares, voting jointly as a separate class, shall be entitled
to designate and elect three (3) of the members of this Corporation's Board of
Directors (the "Default Directors"), and the holders of Common Shares, voting
jointly as a separate class, shall be entitled to designate and elect three (3)
directors; and the remaining director of the Corporation shall be designated and
approved by a majority of each of the Series A Preferred Shares and the Common
Shares, each voting separately as a class. If each of the holders of the Series
A Preferred Shares and the Common Shares, voting as a class, shall fall to
approve a nominee for the remaining director seat, such seat shall be filled by
the vote of the holders of the Series A Preferred Shares and the Common Shares
voting together as a single class, with the holders of the Series A Shares
casting a number of votes equal to the number of Common Shares into which all of
the Series A Shares are then convertible, provided that any nominee for such
position shall meet the requirements for qualification as an "independent"
director, as such term is defined in the rules of the New York Stock Exchange.
The right of the holders of Series A Preferred Shares to designate and elect the
Default Directors may be exercised until such time as this Corporation's
redemption obligation has been complied with or funds sufficient therefor shall
have been deposited in trust, and until the Event of Default under the
Investment Agreement has been cured or waived. When such redemption obligation
shall have been complied with, or when funds sufficient therefor shall have been
deposited in trust, or when such Event of Default under the Investment Agreement
shall have been cured or waived, the President of this Corporation shall call a
meeting of shareholders at which all directors shall be elected anew, and the
term of office of all persons who are then directors shall terminate immediately
upon the election of their successors; subject always to the same provisions in
the vesting of such right in the holders of the Series A Preferred Shares in the
case of any future redemption default or in the case of the occurrence of any
future Event of Default under the investment Agreement.

                  The foregoing right of the holders of Series A Preferred
Shares with respect to the election of directors of this Corporation may be
exercised at any annual meeting of shareholders or, within the limitations
hereinafter provided, at a special meeting of the shareholders. If the date upon
which such right of the holders of Series A Preferred Shares shall become vested
shall be more than thirty (30) days preceding the date of the next ensuing
annual meeting of shareholders as fixed by the Bylaws of this Corporation, the
President of this Corporation shall, Immediately after delivery to this
Corporation at its principal office of a request to such effect signed by the
holders of at least a majority of Series A Preferred Shares then outstanding,
call a special meeting of the shareholders, to be held within sixty (60) days
after the delivery of such request for the purpose of electing the directors who
they shall designate as the representatives of Series A Preferred Shares on the
Board of Directors, which directors shall serve until the next annual meeting,
until their successors shall be elected and shall qualify or until they are
divested of such office pursuant to the Immediately preceding paragraph. Notice
of such meeting shall be mailed to each shareholder riot less than twenty (20)
days prior to the date of such meeting.

                  Whenever the holders of Series A Preferred Shares shall be
entitled to elect the Default Directors, any holder of such Series A Preferred
Shares shall have the right, during regular business hours, in person or by a
duly authorized representative, to examine and to make transcripts of the stock
records of this Corporation for Series A Preferred Shares for the purpose of
communicating with other holders of Series A Preferred Shares with respect to
the exercise of such right of election.

                  At any annual or special meeting of shareholders held for the
purpose of electing directors when the holders of Series A Preferred Shares
shall be entitled to elect the Default Directors, the presence in person or by
proxy of the holders of a majority of the outstanding Series A Preferred Shares
shall be required to constitute a quorum for the election by such class of such
directors, arid the presence in person or by proxy of the holders of a majority
of the outstanding Common Shares shall be required to constitute a quorum for
the election by such class of the remaining directors; provided, however, that
the holders of a majority of either such class of stock who are present in
person or by proxy shall have power to adjourn such meeting for the election of
directors by such class from time to time without notice other than announcement
at the meeting. No delay or failure by the holders of either of such classes of
stock to elect the members of the Board of Directors whom such holders are
entitled to elect shall invalidate the election of the remaining members of the
Board of Directors by the holders of the other such class of stock.

                  If, during any interval between annual meetings of
shareholders for the election of directors and while the holders of Series A
Preferred Shares shall be entitled to elect the Default Directors, the number of
directors in office who have been elected by the holders of Series A preferred
Shares or Common Shares and the series of Preferred Shares other than the Series
A Preferred Shares, as the case may be, shall, by reason of resignation, death
or removal, be less than the total number of directors subject to election by
the holders of shares of such class, the vacancy or vacancies in the directors
elected by the holders of Common Shares arid the series of Preferred Shares
other than the Series A Preferred Shares, shall be filled by a majority vote of
the remaining directors then in office who were elected by the holders of Common
Shares and series of Preferred Shares other than the Series A Preferred Shares
or succeeded a director so elected, although such majority be less than a
quorum, and the vacancy in the directors elected by the holders of Series A
Preferred Shares shall be filled by a majority vote of the remaining directors
then in office who were elected by the holders of Series A Preferred Shares or
succeeded a director so elected, although such majority may be less than a
quorum.

                  (4)      Notice of Certain Events.  In case any time:
                           ------------------------

                  (a) this Corporation shall pay any dividend payable in stock
upon Common Shares, or make any distribution (other than regular cash dividends)
to the holders of Common Shares; or

                  (b)      this  Corporation  shall offer far subscription pro
rata to the holders of Common Shares any additional shares of stock of any class
or other rights; or

                  (c) there shall be any capital reorganization,
reclassification of the capital stock of this Corporation, or consolidation or
merger of this Corporation with, or sale of all or substantially all of its
assets, to another corporation; provided, however, that this provision shall not
be applicable to the merger or consolidation of this Corporation with or into
another corporation if, following such merger or consolidation, the shareholders
of this Corporation immediately prior to such merger or consolidation own at
least 80% of the equity of the combined entity; or

                  (d) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of this Corporation; then, in any one or more of said
cases, this Corporation shall give written notice, by first-class mail, postage
prepaid, addressed to the holders of Series A Preferred Shares at the addresses
of such holders as shown on the books of this Corporation, of the date on which
(i) the books of this Corporation shall close or a record shall be taken for
such dividend, distribution or subscription tights, or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of Common Shares of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Shares for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given at least 20 days prior to the action in question and not less than 20 days
prior to the record date or the date on which this Corporation's transfer books
are closed in respect thereto.

                  (5)      Redemption Rights.
                           -----------------

                  (a) Optional Redemption. This Corporation shall have the
right, but not the obligation, to purchase and redeem all, or any portion, of
the then outstanding Series A Preferred Shares at a price per Series A Preferred
Share equal to the Base Liquidation Preference plus accrued and unpaid dividends
thereon (the "the Redemption Price'), it the exercise of such redemption option
is approved by a majority of the members of this Corporation's Board of
Directors. With respect to each optional redemption, the Corporation may not
redeem a number of shares having an aggregate Base Liquidation Preference of
less than the lesser of (i) One Hundred Thousand and no/100 Dollars ($100,000);
or (ii) the aggregate Base Liquidation Preference of all Series A Preferred
Shares then outstanding.

                 (b) Notice of Redemption. Except as otherwise provided herein,
the Corporation shall mail written notice of each redemption of any Series A
Preferred Shares to each record holder thereof not more than 90 nor less than 60
days prior to the date on fixed for redemption (the "Redemption Date"). Such
notice shall include the date for redemption and the number of Series A
Preferred Shares held by such holder to be redeemed.

                 (c) Method of Payment of Redemption Price. This Corporation
shall complete the redemption of any Series A Preferred Shares by mailing to the
registered holders thereof, on the Redemption Date, an amount In cash out of
moneys legally available therefor sufficient to redeem the Series A Preferred
Shares held by each such holder, at the Redemption Price, upon surrender by such
holders of the certificates evidencing the shares being redeemed, which
certificates shall be properly endorsed in blank. In case fewer than the total
number of Series A Preferred Shares represented by any certificate are to be
redeemed, a new certificate representing the number of unredeemed Series A
Preferred Shares shall be issued to the holder thereof without cost to such
holder within five (5) business days after surrender of the certificate
representing the redeemed Series A Preferred Shares. All rights with respect to
such Series A Preferred Shares called for redemption shall cease and terminate
on the Redemption Date, except only the right of the holders to receive the
Redemption Price without interest upon surrender of their certificates therefor.
All Series A Preferred Shares which are in any manner redeemed or acquired by
this Corporation shall be retired and canceled and none of such shares shall be
reissued.

                  If the funds of the Corporation legally available for
redemption of Series A Preferred Shares on any applicable Redemption Date are
insufficient to redeem the total number of Series A Preferred Shares called for
redemption, those funds which are legally available shall be used to redeem the
maximum possible number of Series A Preferred Shares called for redemption pro
rata among the holders of the Series A Preferred Shares. At any time after such
redemption that additional funds of the Corporation become legally available for
the redemption of Series A Preferred Shares, such funds shall Immediately be
used to redeem any Series A Preferred Shares theretofore called for redemption
pro rata among the holders of the Series A Preferred Shares.

                  (d) Determination of the Number of Each Holder's Preferred
Shares to be Redeemed. The number of shares of Series A Preferred Shares to be
redeemed from each holder thereof in redemptions under subsection 2(C)(5)(a)
hereunder of less than all of the Series A Preferred Shares shall be the number
of shares determined by multiplying the total number of Series A Preferred
Shares to be redeemed by a fraction, the numerator of which shall be the total
number of Series A Preferred Shares then held by such holder and the denominator
of which shall be the total number of Series A Preferred Shares then
outstanding.

                  (e) Dividends After Redemption. No Series A Preferred Share
redeemed pursuant to this Section 5 shall be entitled to any dividends accruing
after the Redemption Date with respect to Series A Preferred Shares called for
redemption. On such date, all rights of the holder of such Series A Preferred
Share shall cease (except the right to receive payment in accordance with
subsection 2(C)(5)(c)), and such Series A Preferred Share shall no longer be
deemed to be issued and outstanding.

                  (f) Other Redemptions or Acquisitions. The Corporation shall
not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any
Preferred Shares, except as expressly authorized herein or pursuant to a
purchase offer made pro rata to all holders of Series A Preferred Shares on the
basis of the number of Series A Preferred Shares owned by each such holder.

                  (g) Conversion Prior to Redemption. Upon the giving of a
written notice from this Corporation of a redemption, and prior to the date
fixed by such notice for redemption of the Series A Preferred Shares, a holder
of Series A Preferred Shares may elect to convert, prior to redemption, in
accordance with Section 2(C)(6) hereof, all or a part of the number of Series A
Preferred Shares fixed by the notice for redemption from such holder. In such
event, the number of Series A Preferred Shares to be redeemed from such holder
shall be reduced by the number of shares that the holder of such Series A
Preferred Shares shall have elected to convert prior to redemption.

                  (h)      Issuance of common Stock Purchase Warrants Upon
Failure to Redeem.

                  (i) If this Corporation shall not have redeemed, by the close
of business on January 15, 2005, Series A Preferred Shares (including as shares
redeemed, Series A Preferred Shares converted by the holder prior to such date),
having an aggregate Base Liquidation Preference of not less than $500,000, this
Corporation shall issue to each holder of the Series A Preferred Shares, a
warrant to acquire Common Shares of the Corporation, in substantially the farm
of the warrant issued pursuant to the investment Agreement, for the purchase of
a number of Common Shares equal to (xx) the aggregate Base Liquidation
Preference of all Series A Preferred Shares outstanding as of January 15, 2005,
less 500,000; multiplied by (yy) 0.85 (adjusted proportionately to account for
stock splits, stock dividends, recapitalizations and other similar events);
which amount shall then be multiplied by (zz) a fraction, the numerator of which
is the total number of Series A Preferred Shares held as of January 15, 2005, by
the holder to whom such warrant will be issued, and the denominator of which is
the aggregate number of outstanding Series A Preferred Shares as of January 15,
2005.

                  (ii) If this Corporation shall not have redeemed, between
January 18, 2005 and the close of business on January 15, 2006, Series A
Preferred Shares (including as shares redeemed, Series A Preferred Shares
converted by the holder during such period), having an aggregate Base
Liquidation Preference of the lesser of (x) $500,000, or (y) the aggregate base
Liquidation Preference of all Series A Preferred Shares immediately following
the close of business on January 15, 2005, this Corporation shall issue to each
holder of the Series A Preferred Shares, a warrant to acquire Common Shares of
the Corporation. in substantially the form of the warrant Issued pursuant to the
Investment Agreement, for the purchase of a number of Common Shares equal to
(xx) the lesser of (aa) $500,000, or (bb) the aggregate base Liquidation
Preference of all Series A Preferred Shares outstanding as of January 15, 2006;
multiplied by (yy) 0.85 (adjusted proportionately to account for stock splits,
stock dividends, recapitalizations and other similar events): which amount shall
then be multiplied by (zz) a fraction, the numerator of which is the total
number of Series A Preferred Shares held as of January 15,2006, by the holder to
whom such warrant will be issued, and the denominator of which is the aggregate
number of outstanding Series A Preferred Shares as of January 15, 2006.

                  (iii) The initial exercise price per Common Share with respect
to the warrants issued pursuant to this Section 2(C)(5)(h) shall be One Cent
($01).

                  6.       Conversion Rights.

                  (a) Optional Conversion. Each Preferred Share shall be
convertible at the option of the holder thereof into Common Shares of this
Corporation in accordance with the provisions and subject to the adjustments
provided for In subsection 2(C)(6)(b). In order to exercise the conversion
privilege, a holder of Preferred Shares shall surrender the certificate
evidencing such Preferred Shares to this Corporation at its principal office,
duly endorsed to this Corporation and accompanied by written notice to this
Corporation that the holder elects to convert a specified portion or all of such
shares. Preferred Shares converted at the option of the holder shall be deemed
to have been converted on the day of surrender of the certificate representing
such shares for conversion in accordance with the foregoing provisions, and at
such time the rights of the holder of such Preferred Shares, as such holder,
shall cease and such holder shall be treated for all purposes as the record
holder of Common Shares issuable upon conversion. As promptly as practicable on
or after the conversion date, this Corporation shall issue and mail or deliver
to such holder a certificate or certificates for the number of Common Shares
issuable upon conversion, computed to the nearest one hundredth of a full share,
and a certificate or certificates for the balance of Preferred Shares
surrendered, if any, not so converted into Common Shares.

                  With respect to any fraction of a Common Share resulting from
the conversion of Series A Preferred Shares, this Corporation shall not be
required to issue a certificate for a fractional share, but shall instead pay to
the holder of such fractional share, cash, equal to such fraction, multiplied by
the then current fair market value for a Common Share, as determined by the
Board of Directors of this Corporation, acting in good faith.

                  (b) Conversion Price and Adjustments. The number of Common
Shares issuable in exchange for each of the Preferred Shares upon conversion
shall be equal to the Base Liquidation Preference, divided by the conversion
price then in effect (the "Conversion Price"). The Conversion Price shall
initially be $2.046, but shall be subject to adjustment from time to time as
hereinafter provided:

                  (i) In case this Corporation shall at any time subdivide or
split its outstanding Common Shares into a greater number of shares or declare
any dividend payable in Common Shares, the Conversion Price in effect
immediately prior to such subdivision, split or dividend shall be
proportionately decreased, and conversely, in case the outstanding Common Shares
of this Corporation shall be combined into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

                  (ii) Except for Excluded issuances, if at any time this
Corporation shall issue or sell any Common Shares for a consideration per share
less than 92/100 Dollars ($0.92) (the "Trigger Price") (other than dividends
payable in Common Shares), or shall issue any options, warrants or other rights
for the purchase of such shares at a consideration per share of less than the
Trigger Price, the Conversion Price in effect immediately prior to such Issuance
or sale shall be adjusted and shall be equal to (x) the Conversion Price then in
effect, multiplied by (y) a fraction, the numerator of which shall be an amount
equal to the sum of (a) the number of Common Shares outstanding immediately
prior to such issuance or sale multiplied by the Conversion Price then in
effect, and (b) the total consideration payable to this Corporation upon such
issuance or safe of such shares arid such purchase rights and upon the exercise
of such purchase rights, arid the denominator of which shall be the amount
determined by multiplying (aa) the number of Common Shares outstanding
immediately after such issuance or sale plus the number of the Common Shares
Issuable upon the exercise of any purchase rights thus issued, by (bb) the
Conversion Price then in effect. If any options or purchase rights that are
taken into account in any such adjustment of the Conversion Price subsequently
expire without exercise, the Conversion Price shall be recomputed by deleting
such options or purchase rights. If the Conversion Price is adjusted as the
result of the issuance of any options, warrants or other purchase rights, no
further adjustment of the Conversion Price shall be made at the time of the
exercise of such options, warrants or other purchase rights.

                  (iii) The anti-dilution provisions of this subsection
2(C)(6)(b) may be waived by the affirmative vote of the holders (acting together
as a class) of at least ninety percent (90%) at the then outstanding Preferred
Shares.

                  (c) Notice of Conversion Price Adjustment. Upon any adjustment
of the Conversion Price, then and in each such case the Corporation shall give
written notice thereof, by first-class mail, postage prepaid, addressed to the
registered holders of the Series A Preferred Shares at the addresses of such
holders as shown on the books of this Corporation, which notice shall state the
Conversion Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares receivable at such price upon the conversion of
Series A Preferred Shares, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.

                  (d) Adjustment of Conversion Price Upon Event of Default Under
Investment Agreement. Upon the occurrence of an Event of Default, which Event of
Default has remained uncured for a period of sixty (60) days after the date the
holders of a majority of the Series A Preferred Shares shall give notice to the
Company of such Event of Default, the Conversion Price shall thereupon be
adjusted, and shall be equal to the Conversion Price in effect immediately prior
to the occurrence of the Event of Default giving rise to the adjustment, divided
by 2.
                  (e) Definition of Common Shares. As used In subsections
2(C)(6)(b)-(c) the term "Common Shares" shall mean and include this
corporation's presently authorized Common Shares and shall also include any
capital stock at any class of this corporation hereafter authorized which shall
have the right to vote on all matters submitted to the shareholders of this
corporation and shall not be limited to a fixed sum or percentage in respect of
the rights of the holders thereof to participate in dividends or in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of this corporation; provided that the shares
receivable pursuant to conversion of Preferred Shares shall include shares
designated as Common Shares of this corporation as of the date of issuance of
such Preferred Shares, or, in case of any reclassification of the outstanding
shares thereof, the stock, securities or assets provided for in subsection
2(C)(6)(b)(ii) above.

         The foregoing Amendment was adopted by the Board of Directors of the
Corporation acting by written consent dated June 28, 2001 , pursuant to Sections
607.0821 and 607.0602 of the Florida Business Corporation Act. Therefore, the
number of votes cast for the Amendment to the Corporation's Articles of
Incorporation was sufficient for approval.

         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed by its duly authorized officer.

         Signed, this 28th day of June 2001.




                                                     Lawrence Cohen, President



<PAGE>



                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            VOICEFLASH NETWORKS, INC.


         Pursuant to Sections 607.1002 and 607.0602 at the Florida Business
Corporation Act of the State of Florida, the undersigned President of VOICEFLASH
NETWORKS, INC. (the "Corporation"), a corporation organization and existing
under and by virtue of the laws of the State of Florida and bearing Document
Number P95000077968, does hereby certify:

         FIRST: Whereas, by virtue of the authority contained in the Articles of
incorporation of the Corporation, the Corporation has authority to issue five
million (5,000,000) shares of $01 par value per share preferred stock, the
designation and amount thereof and series, together with the powers,
preferences, rights, qualifications, limitations or restrictions thereof, to be
determined by the Board of Directors pursuant to the applicable laws of the
State of Florida.

         SECOND: The Board of Directors adopts an amendment to the Corporation's
Articles of Incorporation deleting the authorization of Series A Preferred Stock
which was previously designated on or about June 28, 2001, but no shares of such
Series were issued.

         THIRD: The Board of Directors has hereby established one (1) such
series of classes of Preferred Stock authorized to be issued by the Corporation
as above stated, with the designations and amounts thereat, together with the
voting powers, preferences arid relative, participating, optional and other
special rights of the shares of each such series, and the qualifications,
limitations or restrictions thereof, to be as follows:

                      SERIES A CONVERTIBLE PREFERRED STOCK

         Section 1.  Shares and Classes Authorized.

         Five hundred thousand (500,000) of the five million (5,000,000)
preferred shares that are authorized by Article IV of this Corporation's
Certificate of Incorporation are hereby designated Series A convertible
preferred shares, $.01 par value (hereinafter referred to as "Series A Preferred
Shares") and the rights and preferences of such Series A Preferred Shares shall
be set forth in section 2. "Common Shares" as used herein shall refer to the
shares of this Corporation's common stock authorized under Article IV of this
Corporation's Articles of Incorporation. Common Shares and Preferred Shares are
herein sometimes referred to collectively as "Capital Stocks".

         Section 2.  Description of Series A Preferred Shares.

         The rights, preferences, privileges and restrictions granted to or
imposed upon Series A preferred Shares or the holders thereof are as follows:

         (A)      Voting Rights: Board of Directors.

         The holders of Series A Preferred Shares shall have the right, voting
separately as a class, to designate and elect one (1) member of the Board of
Directors at all meetings of shareholders of the Corporation at which the board
of directors is to be elected; except as otherwise provided in subsection
2(C)(3), the holders of Series A Preferred Shares shall have no rights as to the
election of any other members of the Board of Directors. Each holder of Series A
Preferred Shares shall have the special voting rights which are described in
subsection 2(C)(3). No holder of any Series A Preferred Shares shall have any
cumulative voting rights. Except as set forth in this subsection 2(A) or in
subsection 2(C)(3), the Series A Preferred Shares shall not be voting shares.

         (B)      Preemptive Rights.

         No holders of Series A Preferred Shares shall be entitled as such, as a
matter of right, to subscribe for, purchase or receive any part of any stock of
this Corporation of any class whatsoever, or of securities convertible into or
exchangeable far any stock of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of
dividend.

         (C)      Other Rights, Preferences, Privileges and Restrictions.

                  (1) Dividends. The holders of Series A Preferred Shares shall
be entitled to receive out of any funds at any time legally available for the
declaration of dividends, cash dividends at the rate of $.24 per annum per
share, such dividends to be payable quarterly not later than the last business
day of each March, June, September and December. Dividends on Series A Preferred
Shares shall start to accrue on January 11. 2000, or the date of original
issuance, whichever is later, and shall be cumulative thereafter, whether or not
earned or declared.

                  Upon the occurrence of an event of default (an "Event of
Default") under Section X1 of the Investment Agreement dated January 12, 2000,
executed by and between Bristol Retail Solutions, Inc., Berthel SBIC, LLC and
Lawrence Cohen (which investment Agreement may be amended without the approval
of the shareholders of this Corporation), which Event of Default has remained
uncured for a period of sixty (60) days after the date the holders of a majority
of the Series A Preferred Shares shall give notice to the Corporation of such
Event of Default, the dividend rate on the Series A Preferred Shares shall
thereupon be adjusted, and for the period from the date of such notice from the
holder to the Corporation of such Event of Default, until the date the
Corporation shall cure all outstanding Events of Default, shall be equal to $.36
per annum, per share.

                  (2) Liquidation, Right and Preference. In the event of the
liquidation, dissolution or winding up of this Corporation, whether voluntary or
involuntary, the holders of Series A Preferred Shares shall be entitled to
receive in cash, out of the assets of this Corporation, an amount equal to $2.00
per share (the "Base Liquidation Preference") for each outstanding Series A
Preferred Share, plus all accumulated but unpaid dividends, before arty payment
shall be made or any assets distributed to the holders of the Common Shares or
any other class of shares of this Corporation ranking junior to Series A
Preferred Shares. If, upon any liquidation or dissolution of this Corporation,
the assets at this Corporation are insufficient to pay such $2.00 per share,
plus all accumulated but unpaid dividends, the holders of such Series A
Preferred Shares shall share pro rata in any such distribution in proportion to
the full amounts to which they would otherwise be respectively entitled. After
such payment to the holders of the Series A Preferred Shares, upon such
liquidation, dissolution or winding up of this Corporation, the holders of
Common Shares shall then be entitled, to the exclusion of the holders of
Preferred Shares, to receive in cash, out of the assets of this Corporation, an
amount equal to the aggregate paid-in capital reflected on the financial
statements of this Corporation as of the date of such distribution, with such
distribution being made on a pro rata basis to the holders of all outstanding
Common Shares. Following such payment to the holders of Common Shares, the
holders of Common Shares and the holders of Preferred Shares shall be entitled
to share ratably in all the assets of this Corporation thereafter remaining. For
purposes of this joint distribution of assets to the holders of Common Shares
and the holders of Preferred Shares, the holders of the Series A Preferred
Shares should be regarded as owning that number of Common Shares Into which the
Series A Preferred Shares would then be convertible.

                  (3) Special Voting Rights. Without the affirmative vote of the
holders (acting together as a class) of at least a majority (with respect to
(a), (b) (c) and (e) below) or at least 90% (with respect to (d) below) of
Series A Preferred Shares at the time outstanding given In person or by proxy at
any annual meeting, or at such special meeting called for that purpose, or, if
permitted by law, in writing without a meeting, this Corporation shall not:

                  (a) authorize or issue any (;) additional Series A Preferred
Shares or (ii) shares of stock having priority over Series A Preferred Shares or
ranking on a parity therewith as to the payment of dividends or as to the
payment or distribution of assets upon the liquidation or dissolution, voluntary
or involuntary, of this Corporation; or

                  (b) declare or pay any dividend or make any other distribution
an any shares of Capital Stock of this Corporation at any time created and
issued ranking junior to the Series A Preferred Shares with respect to the right
to receive dividends and the right to the distribution of assets upon
liquidation, dissolution or winding up of this Corporation (hereinafter called
"Junior Stock"), other than dividends or distributions payable solely in shares
of Junior Stock, or purchase, redeem or otherwise acquire for any consideration
(other than in exchange for or out of the net cash proceeds of the
contemporaneous issue or sate of other shares of Junior Stock), or set aside as
a sinking fund or other fund for the redemption or repurchase of any shares of
Junior Stock or any warrants, rights or options to purchase shares of Junior
Stock except as specifically permitted by the terms of the investment agreement,
dated January 11, 2000, between this Corporation and the investor listed
therein, as it may be amended from time to time (the "Investment Agreement");

                  (c) issue Common Shares at a price below what is at the time
of issuance the fair market value per share, or any stock purchase rights,
except for such share issuances or stock purchase rights specifically permitted
by the terms of the Investment Agreement;

                  (d)      alter or amend the rights or preferences  of the
Series A Preferred  Shares as stated in these Articles of Incorporation;

                  (e) sell, lease, license or otherwise dispose of alt or
substantially all of its assets, or consolidate with or merge into any other
corporation or entity, or permit any other corporation or entity to consolidate
or merge into it. except that (i) any subsidiary of this Corporation may merge
into another subsidiary or into this Corporation, and (ii) this Corporation may
consolidate or merge with or into another corporation If the shareholders of
this Corporation immediately prior to such merger or consolidation own at least
eighty percent (80%) of the equity of the combined entity immediately after such
merger or consolidation becomes effective; or

                  (f)      increase the size of its board of directors to a
number greater than seven (7).

                  If (i) this Corporation fails to pay any dividend on the
Series A Preferred Shares when and as required, whether or not earned or
declared, or to comply with any redemption obligation set forth in subsection
2(C)(5), whether or not funds are available to effect such redemption
obligation, which failure has remained uncured for a period of sixty (60) days
after the date the holders of a majority of the Series A Preferred Shares shall
give written notice to the Corporation of such failure, then; (i) the holders of
Series A Preferred Shares, voting jointly as a separate class, shall be entitled
to designate and elect three (3) of the members of this Corporation's Board of
Directors (the "Default Directors"), and the holders of Common Shares, voting
jointly as a separate class, shall be entitled to designate and elect three (3)
directors; and the remaining director of the Corporation shall be designated and
approved by a majority of each of the Series A Preferred Shares and the Common
Shares, each voting separately as a class. If each of the holders of the Series
A Preferred Shares and the Common Shares, voting as a class, shall fail to
approve a nominee for the remaining director seat, such seat shall be filled by
the vote of the holders of the Series A Preferred Shares and the Common Shares
voting together as a single class, with the holders of the Series A Shares
casting a number of votes equal to the number of Common Shares into which all of
the Series A Shares are then convertible, provided that any nominee for such
position shall meet the requirements for qualification as an "independent"
director, as such term is defined in the rules of the New York Stock Exchange.
The right of the holders of Series A Preferred Shares to designate and elect the
Default Directors may be exercised until such time as this Corporation's
redemption obligation has been complied with or funds sufficient therefor have
been deposited in trust, and until the Event of Default under the Investment
Agreement has been cured or waived. When such redemption obligation shall have
been complied with, or when funds sufficient therefor shall have been deposited
in trust, or when such Event of Default under the Investment Agreement shall
have been cured or waived, the President of this Corporation shall call a
meeting of shareholders at which all directors shall be elected anew, and the
term of office of all persons who are then directors shall terminate immediately
upon the election of their successors; subject always to the same provisions in
the vesting of such right in the holders of the Series A Preferred Shares in the
case of any future redemption default or in the case of the occurrence of any
future Event of Default under the Investment Agreement.

                  The foregoing right of the holders of Series A Preferred
Shares with respect to the election at directors of this Corporation may be
exercised at any annual meeting of shareholders or, within the limitations
hereinafter provided, at a special meeting of the shareholders. If the date upon
which such right of the holders of Series A Preferred Shares shall become vested
shall be more than thirty (80) days preceding the date of the next ensuing
annual meeting of shareholders as fixed by the Bylaws of this Corporation, the
President of this Corporation shall, immediately after delivery to this
Corporation at its principal office of a request to such effect signed by the
holders of at least a majority of Series A Preferred Shares then outstanding,
call a special meeting of the shareholders, to be held within sixty (60) days
after the delivery of such request for the purpose of electing the directors who
they shall designate as the representatives of Series A Preferred Shares on the
Board of Directors, which directors shall serve until the next annual meeting.
until their successors shall be elected and shall qualify or until they are
divested of such office pursuant to the immediately preceding paragraph. Notice
of such meeting shall be mailed to each shareholder not less than twenty (20)
days prior to the date of such meeting.

                  Whenever the holders of Series A Preferred Shares shall be
entitled to elect the Default Directors, any holder of such Series A Preferred
Shares shall have the right, during regular business hours, in person or by a
duly authorized representative, to examine and to make transcripts of the stock
records of this Corporation for Series A Preferred Shares for the purpose of
communicating with other holders of Series A Preferred Shares with respect to
the exercise of such right of election.

                  At any annual or special meeting of shareholders held for the
purpose of electing directors when the holders of Series A Preferred Shares
shall be entitled to elect the Default Directors, the presence in person or by
proxy of the holders of a majority of the outstanding Series A Preferred Shares
shall be required to constitute a quorum for the election by such class of such
directors, and the presence in person or by proxy of the holders of a majority
of the outstanding Common Shares be required to constitute a quorum for the
election by such class of the remaining directors; provided, however, that the
holders of a majority of either such class of stock who are present in person or
by proxy shall have power to adjourn such meeting for the election of directors
by such class from time to time without notice other than announcement at the
meeting. No delay or failure by the holders of either of such classes of stock
to elect the members of the Board of Directors whom such holders are entitled to
elect shall invalidate the election of the remaining members of the Board of
Directors by the holders of the other such class of stock.

                  If, during any interval between annual meetings of
shareholders for the election of directors and while the holders of Series A
Preferred Shares shall be entitled to elect the Default Directors, the number of
directors in office who have been elected by the holders of Series A Preferred
Shares or Common Shares and the series of Preferred Shares other than the Series
A Preferred Shares, as the case may be, shall, by reason of resignation, death
or removal, be less than the total number of directors subject to election by
the holders of shares of such class, the vacancy or vacancies in the directors
elected by the holders of Common Shares and the series of Preferred Shares other
than the Series A Preferred Shares, shall be filled by a majority vote of the
remaining directors then in office who were elected by the holders of Common
Shares and series of Preferred Shares other than the Series A Preferred Shares
or succeeded a director so elected, although such majority be less than a
quorum, and the vacancy in the directors elected by the holders of Series A
Preferred Shares shall be filled by a majority vote of the remaining directors
then in office who were elected by the holders of Series A Preferred Shares or
succeeded a director so elected, although such majority may be less than a
quorum.

                  (4)      Notice of Certain Events.  In case any time:

                 (a) this Corporation shall pay any dividend payable In stock
upon Common Shares, or make any distribution (other than regular cash dividends)
to the holders of Common Shares; or

                 (b)       this  Corporation  shall offer for subscription pro
rata to the holders of Common Shares any additional shares of stock of any class
or other rights; or

                 (c) there shall be any capital reorganization, reclassification
of the capital stock of this Corporation, or consolidation or merger of this
Corporation with, or sale of all or substantially all of its assets, to another
corporation; provided, however, that this provision shall not be applicable to
the merger or consolidation of this Corporation with or into another corporation
if. following such merger or consolidation, the shareholders of this Corporation
immediately prior to such merger or consolidation own at least 80% of the equity
of the combined entity; or

                  (d) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of this Corporation; then, in any one or more of said
cases, this Corporation shall give written notice, by first-class mail, postage
prepaid, addressed to the holders of Series A Preferred Shares at the addresses
of such holders as shown an the books of this Corporation, of the date on which
(i) the books of this Corporation shall close or a record shall be taken for
such dividend, distribution or subscription rights, or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of Common Shares of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Shares for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given at least 20 days prior to the action in question and not less than 20 days
prior to the record date or the date on which this Corporation's transfer books
are closed in respect thereto.

                  (5)      Redemption Rights.

                  (a) Optional Redemption. This Corporation shall have the
right, but not the obligation, to purchase and redeem all, or any portion, of
the then outstanding Series A Preferred Shares at a price per Series A Preferred
Share equal to the Base Liquidation Preference plus accrued and unpaid dividends
thereon (the "the Redemption Price"), if the exercise of such redemption option
is approved by a majority of the members of this Corporation's Board of
Directors. With respect to each optional redemption, the Corporation may not
redeem a number of shares having an aggregate Base Liquidation Preference of
less than the lesser of (i) One Hundred Thousand and no/100 Dollars ($100,000);
or (ii) the aggregate Base Liquidation Preference of all Series A Preferred
Shares then outstanding.

                  (b) Notice of Redemption. Except as otherwise provided herein,
the Corporation shall mail written notice of each redemption of any Series A
Preferred Shares to each record holder thereof not more than 90 nor less than 60
days prior to the date on fixed for redemption (the "Redemption Date"). Such
notice shall include the date for redemption and the number of Series A
Preferred Shares held by such holder to be redeemed.

                  (c) Method of Payment of Redemption Price. This Corporation
shall complete the redemption of any Series A Preferred Shares by mailing to the
registered holders thereof, on the Redemption Date, an amount in cash out of
moneys legally available therefor sufficient to redeem the Series A Preferred
Shares held by each such holder, at the Redemption Price, upon surrender by such
holders of the certificates evidencing the shares being redeemed, which
certificates shall be properly endorsed in blank. In case fewer than the total
number of Series A Preferred Shares represented by any certificate are to be
redeemed, a new certificate representing the number of unredeemed Series A
Preferred Shares shall be issued to the holder thereof without cost to such
holder within five (5) business days after surrender of the certificate
representing the redeemed Series A Preferred Shares. All rights with respect to
such Series A Preferred Shares called for redemption shall cease and terminate
on the Redemption Date, except only the right of the holders to receive the
Redemption Price without interest upon surrender of their certificates therefor.
All Series A Preferred Shares which are in any manner redeemed or acquired by
this Corporation shall be retired and canceled and none of such shares shall be
reissued.

                  If the funds of the Corporation legally available for
redemption of Series A Preferred Shares on any applicable Redemption Date are
insufficient to redeem the total number of Series A Preferred Shares called for
redemption, those funds which are legally available shall be used to redeem the
maximum possible number of Series A Preferred Shares called far redemption pro
rata among the holders of the Series A Preferred Shares. At any time after such
redemption that additional funds of the Corporation become legally available for
the redemption of Series A Preferred Shares, such funds shall immediately be
used to redeem any Series A Preferred Shares theretofore called for redemption
pro rata among the holders of the Series A Preferred Shares.

                  (d) Determination of the Number of Each Holder's Preferred
Shares to be Redeemed. The number of shares of Series A Preferred Shares to be
redeemed from each holder thereof in redemptions under subsection 2(C)(5)(a)
hereunder of less than all of the Series A Preferred Shares shall be the number
of shares determined by multiplying the total number of Series A Preferred
Shares to be redeemed by a fraction, the numerator of which shall be the total
number of Series A Preferred Shares then held by such holder and the denominator
of which shall be the total number of Series A Preferred Shares then
outstanding.

                  (e) Dividends After Redemption. No Series A Preferred Share
redeemed pursuant to this Section 5 shall be entitled to any dividends accruing
after the Redemption Date with respect to Series A Preferred Shares called for
redemption.

                  On such date, all rights of the bolder of such Series A
Preferred Share shall cease (except the right to receive payment in accordance
with subsection 2(C)(5)(c)), and such Series A Preferred Share shall no longer
be deemed to be issued and outstanding

                  (f) Other Redemptions or Acquisitions. The Corporation shall
not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any
Preferred Shares, except as expressly authorized herein or pursuant to a
purchase offer made pro rata to all holders of Series A Preferred Shares on the
basis of the number of Series A Preferred Shares owned by each such holder.

                  (g) Conversion Prior to Redemption. Upon the giving of a
written notice from this Corporation of a redemption, and prior to the date
fixed by such notice for redemption of the Series A Preferred Shares, a holder
of Series A Preferred Shares may elect to convert, prior to redemption, in
accordance with Section 2(C)(6) hereof, all or a part of the number of Series A
Preferred Shares fixed by the notice for redemption from such holder. In such
event, the number of Series A Preferred Shares to be redeemed from such holder
shall be reduced by the number of shares that the holder of such Series A
Preferred Shares shall have elected to convert prior to redemption.

                  (h)      Issuance of Common Stock Purchase Warrants Upon
Failure to Redeem.

                  (i) If this Corporation shall not have redeemed, by the close
of business on January 15, 2005, Series A Preferred Shares (including as shares
redeemed, Series A Preferred Shares converted by the holder prior to such date),
having an aggregate Base Liquidation Preference of not less than $500,000, this
Corporation shall issue to each holder of the Series A Preferred Shares, a
warrant to acquire Common Shares of the Corporation, in substantially the form
of the warrant issued pursuant to the Investment Agreement, for the purchase of
a number of Common Shares equal to (xx) the aggregate Base Liquidation
Preference of all Series A Preferred Shares outstanding as of January 18, 2005,
less 500,000; multiplied by (yy) 0.85 (adjusted proportionately to account for
stock splits, stock dividends, recapitalizations and other similar events);
which amount shall then be multiplied by (zz) a fraction, the numerator of which
is the total number at Series A Preferred Shares held as of January 15, 2005, by
the holder to whom such warrant will be issued, and the denominator of which is
the aggregate number of outstanding Series A Preferred Shares as of January 15,
2005.

                  (ii) If this Corporation shall not have redeemed, between
January 16, 2005 and the close of business on January 15, 2006, Series A
Preferred Shares (including as shares redeemed, Series A Preferred Shares
converted by the holder during such period), having an aggregate Base
Liquidation Preference of the lesser of (x) $500,000, or (y) the aggregate base
Liquidation Preference of all Series A Preferred Shares immediately following
the close of business on January 15, 2005, this Corporation shall issue to each
holder of the Series A Preferred Shares, a warrant to acquire Common Shares of
the Corporation, in substantially the form of the warrant issued pursuant to the
Investment Agreement, for the purchase of a number of Common Shares equal to
(xx) the lesser of (as) $500,000, or (bb) the aggregate base Liquidation
Preference of all Series A Preferred Shares outstanding as of January 15, 2006;
multiplied by (yy) 0.85 (adjusted proportionately to account for stock splits,
stock dividends, recapitalizations and other similar events); which amount shall
then be multiplied by (zz) a fraction, the numerator of which is the total
number of Series A Preferred Shares held as of January 15, 2006, by the holder
to whom such warrant will be issued, and the denominator of which is the
aggregate number of outstanding Series A Preferred Shares as of January 15,
2006.

                  (iii) The initial exercise price per Common Share with respect
to the warrants issued pursuant to this Section 2(C)(5)(h) shall be One Cent
($.01).

                  6.       Conversion Right.

                  (a) Optional Conversion. Each Preferred Share shall be
convertible at the option of the holder thereof into Common Shares of this
Corporation in accordance with the provisions and subject to the adjustments
provided for in subsection 2(C)(6)(b). In order to exercise the conversion
privilege, a holder of Preferred Shares shall surrender the certificate
evidencing such Preferred Shares to this Corporation at its principal office,
duly endorsed to this Corporation and accompanied by written notice to this
Corporation that the holder elects to convert a specified portion or all of such
shares. Preferred Shares converted at the option of the holder shall be deemed
to have been converted on the day of surrender of the certificate representing
such shares far conversion in accordance with the foregoing provisions, and at
such time the rights of the holder of such Preferred Shares, as such holder,
shall cease and such holder shall be treated for all purposes as the record
holder of Common Shares issuable upon conversion. As promptly as practicable on
or after the conversion date, this Corporation shall issue and mail or deliver
to such holder a certificate or certificates for the number of Common Shares
issuable upon conversion, computed to the nearest one hundredth of a full share,
and a certificate or certificates for the balance of Preferred Shares
surrendered, if any, not so converted into Common Shares.

                  With respect to any fraction of a Common Share resulting from
the conversion of Series A Preferred Shares, this Corporation shall not be
required to issue a certificate for a fractional share, but shall instead pay to
the holder of such fractional share, cash, equal to such fraction, multiplied by
the then current fair market value for a Common Share, as determined by the
Board of Directors of this Corporation. acting in good faith.

                  (b) Conversion Price and Adjustments. The number of Common
Shares issuable in exchange for each of the Preferred Shares upon conversion
shall be equal to the Base Liquidation Preference, divided by the conversion
price then in effect (the "Conversion Price"). The Conversion Price shall
initially be $2.046, but shall be subject to adjustment from time to time as
hereinafter provided:

                  (i) In case this Corporation shall at any time subdivide or
split its outstanding Common Shares into a greater number of shares or declare
any dividend payable in Common Shares, the Conversion Price in effect
immediately prior to such subdivision, split or dividend shall be
proportionately decreased, and conversely, in case the outstanding Common Shares
of this Corporation shall be combined into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

                  (ii) Except for (x) pursuant to options to purchase common
stock of the Corporation granted to employees or directors of the Corporation,
approved by its Board of Directors or a committee thereof, and having an
exercise price per share not less than eighty percent (80%) of the fair market
value of a share of Common Stock as of the date granted (provided that the "fair
market value" used for the purpose of such determination is not less than the
average closing "bid" and "ask" prices for the Common Stock of the Corporation
on a registered securities exchange (if available), for the thirty (30) trading
days immediately preceding such determination), or (y) as consideration for the
acquisition by the Corporation of the stock, or all or substantially all of the
assets of another entity or business, if, in such transaction the value placed
on the Common Shares is determined by the Board of Directors, acting in good
faith, to be equal to or in excess of what is then the fair market value of a
Common Share. (the "Excluded Issuances), If at any time this Corporation shall
issue or sell any Common Shares for a consideration per share less than 92/100
Dollars ($0.92) (the "Trigger Price") (other than dividends payable in Common
Shares), or shall issue any options, warrants or other rights for the purchase
of such shares at a consideration per share of less than the Trigger Price, the
Conversion Price in effect immediately prior to such Issuance or sale shall be
adjusted and shall be equal to (x) the Conversion Price then in effect,
multiplied by (y) a fraction, the numerator of which shall be an amount equal to
the sum at (a) the number of Common Shares outstanding immediately prior to such
issuance or sale multiplied by the Conversion Price then in effect, and (b) the
total consideration payable to this Corporation upon such issuance or sale of
such shares and such purchase rights and upon the exercise of such purchase
rights, and the denominator of which shall be the amount determined by
multiplying (as) the number of Common Shares outstanding immediately after such
issuance or sale plus the number of the Common Shares issuable upon the exercise
of any purchase rights thus issued, by (bb) the Conversion Price then in effect.
If any options or purchase rights that are taken into account in any such
adjustment of the Conversion Price subsequently expire without exercise, the
Conversion Price shall be recomputed by deleting such options or purchase
rights. If the Conversion Price is adjusted as the result of the issuance of any
options, warrants or other purchase rights, no further adjustment of the
Conversion Price shall be made at the time of the exercise of such options,
warrants or other purchase rights.

                  (iii) The anti-dilution provisions of this subsection
2(C)(6)(b) may be waived by the affirmative vote of the holders (acting together
as a class) of at least ninety percent (90%) of the then outstanding Preferred
Shares.

                  (c) Notice of Conversion Price Adjustment. Upon any adjustment
of the Conversion Price, then and in each such case the Corporation shall give
written notice thereof, by first-class mail postage prepaid, addressed to the
registered holders of the Series A Preferred Shares at the addresses of such
holders as shown on the books of this Corporation, which notice shall state the
Conversion Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares receivable at such price upon the conversion of
Series A Preferred Shares, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.

                  (d) Adjustment of Conversion Price Upon Event of Default Under
Investment Agreement. Upon the occurrence of an Event of Default, which Event of
Default has remained uncured for a period of sixty (60) days after the date the
holders of a majority of the Series A Preferred Shares shall give notice to the
Corporation of such Event of Default, the Conversion Price shall thereupon be
adjusted, and shall be equal to the Conversion Price in effect immediately prior
to the occurrence of the Event of Default giving rise to the adjustment, divided
by 2.

                  (e) Definition of Common Shares. As used in subsections
2(C)(6)(b)-(c) the term "Common Shares" shall mean and include this
Corporation's presently authorized Common Shares and shall also include any
capital stock of any class of this Corporation hereafter authorized which shall
have the right to vote on all matters submitted to the shareholders of this
Corporation and shall not be limited to a fixed sum or percentage in respect of
the rights of the holders thereof to participate in dividends or in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of this Corporation; provided that the shares
receivable pursuant to conversion of Preferred Shares shall include shares
designated as Common Shares of this Corporation as of the date of issuance of
such Preferred Shares, or, in case of any reclassification of the outstanding
shares thereof, the stock, securities or assets provided for in subsection
2(C)(6)(b)(ii) above.

         The foregoing Amendment was adopted by the Board of Directors of the
Corporation acting by written consent dated June 28, 2001 , pursuant to Sections
607.1002, 607.0821 and 607.0602 of the Florida Business Corporation Act.
Therefore, no shareholder vote was necessary for approval of the Amendment to
the Corporation's Articles of Incorporation.

         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed by its duty authorized officer.

         Signed, this 17th day of October 2001.




                                                    Lawrence Cohen, President